0001144204-13-048633.txt : 20130830 0001144204-13-048633.hdr.sgml : 20130830 20130830065752 ACCESSION NUMBER: 0001144204-13-048633 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20130827 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130830 DATE AS OF CHANGE: 20130830 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AVIANA, CORP. CENTRAL INDEX KEY: 0001561622 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 990377457 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-185083 FILM NUMBER: 131070849 BUSINESS ADDRESS: STREET 1: 19 BRONIEWSKIEGO STREET CITY: WLODAWA STATE: R9 ZIP: 22200 BUSINESS PHONE: 48918813933 MAIL ADDRESS: STREET 1: 19 BRONIEWSKIEGO STREET CITY: WLODAWA STATE: R9 ZIP: 22200 8-K 1 v353967_8k.htm FORM 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): August 27, 2013

AVIANA, CORP.

(Exact name of registrant as specified in charter)

Nevada	333-185083		99-0377457
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)

11 Hanover Plaza 76 Beaver Street New York, NY			10005
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code:		(212) 933-9071
19 Broniewskiego Street Wlodawa Poland 22200
(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):

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 1.01 Entry into a Material Definitive Agreement.

Letter of Intent with The Safety Group, Ltd.

On August 27, 2013, Aviana, Corp. (“We” or the “Company”) entered into a binding letter of intent (the “TSG LOI”) with The Safety Group Ltd. d/b/a The Staffing Group Ltd., a Delaware corporation, (“TSG”). Pursuant to the TSG LOI, TSG and the Company will commence the negotiation and preparation of a definitive share exchange agreement (the “Definitive Agreement”) whereby TSG will exchange all of its shares of common stock for shares of the Company’s common stock, which upon the completion of such Definitive Agreement will constitute approximately 100% of TSG’s issued and outstanding common stock. Upon completion of such Definitive Agreement, TSG will become a wholly-owned subsidiary of the Company.

TSG was formed in July 2013 by a group of seasoned industry professionals that saw a void in the marketplace. TSG is a full-service turnkey staffing company which recruits, trains, hires, employs, manages skilled workers in the following industries: oil and gas safety, construction site safety, environmental and risk mitigation, training, and administrative.

The Oilfield Safety Division of TSG focuses on the high-growth and high-risk oil & gas industry and will work to implement general safety and risk mitigation plans for drilling sites. TSG contracts with oilfield drillers, operators, and owners to offer training for site safety personnel, certification courses and inspections of oil and gas sites. In addition, this division incorporates environmentally-friendly alternatives and solutions to current industry standards. Currently, the Oilfield Safety Division of TSG has signed several agreements to provide environmental remediation and safety and training services for oil and gas drilling sites in Montana and North Dakota. This division works directly with insurance carriers to provide professional coverage and products to oilfield service contractors. Due to the current climate and potential pipeline of business in this sector, TSG believes this division will become the dominant sector with the largest revenue stream within the Company.

The Safety Division of TSG has started to serve the areas of construction safety, fire safety, oil drilling safety and emergency preparedness across United States and will include training in all these areas. The Company expects the main source of revenue to be generated by providing site safety services to major construction projects by staffing licensed site safety managers and construction fire safety managers on construction sites, conducting safety audits and inspections and developing and filing site safety plans, health and safety plans and other construction-related plans.

The Training Division of TSG has begun offering a comprehensive array of training classes to the construction and fire safety industries. These classes include many OSHA classes, DOB-required classes and fire safety courses. The Company also works with building managers and owners of high rise buildings to develop and file fire safety and emergency action plans. The Risk Mitigation and Investigation Division of TSG has begun working with major insurance carriers to conduct third-party inspections and audits. The Company plans on increasing its footprint not only within the United States but internationally. The decision to become a public company was motivated as a way to finance these growth objectives.

The foregoing description of the terms of the TSG LOI 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.

Letter of Intent with EmployUS

On August 27, 2013, we entered into a non-binding letter of intent (the “EmployUS LOI”) with EmployUS LTD., a Nevada corporation, (“EmployUS”). Pursuant to the EmployUS LOI, EmployUS and the Company will commence the negotiation and preparation of a definitive share exchange agreement (the “Definitive Agreement”) whereby EmployUS will exchange all of its shares of common stock for shares of the Company’s common stock, which upon the completion of such Definitive Agreement will constitute approximately 100% of EmployUS’ issued and outstanding common stock. Upon completion of such Definitive Agreement, EmployUS will become a wholly-owned subsidiary of the Company.

EmployUS is a full service turnkey staffing company formed in September of 2010. Initially established to respond to the relief and recovery of the major oil spill in the Gulf of Mexico, EmployUS has since expanded to work on most major construction, chemical, and maritime projects in the Southeast United States. Brent Callais, the company’s founder, used his relationships as a prominent former politician to quickly expand operations throughout the state of Louisiana. From its single initial project three years ago, EmployUS has aggressively grown to 10 offices in 3 states with more than 150 customers and over 3,000 people employed in 2012. The Company anticipates staffing over 4,000 people by the end of 2013.

Early in 2011, it was determined that to expand outside of Louisiana, EmployUS would need to bring in an Industry Expert to oversee the growth and operations of the company. EmployUS hired Brian Mcloone, an industry executive with over 20 years of staffing experience, as Chief Operating Officer. The company is led by a management team consisting of industry professionals that capitalizes on their team’s extensive business experience, track record of profitable growth and nationwide network of client relationships. EmployUS recruits, hires, employs and manages skilled workers, eliminating the need for the client do so. By eliminating this necessary administrative requirement of identifying and employing skilled workers, the client has the ability to focus on the important task of managing and growing their own business without needing to worry about the company’s labor needs.

The services provided include:

Payroll related taxes

Workers’ compensation coverage

General liability insurance

Professional risk management team

24/7 availability of office staff

Safety equipment & training programs

Drug & alcohol screenings

Background checks/MVR reports

Temporary to permanent workers.

To expand the Company’s business, the leadership team employs a professional sales team with a lead generation system that targets new customers and utilizes sources such as permits issued for construction projects. The Company plans on an aggressive expansion of their existing business and sales model throughout the United States and internationally. In addition, the Company has forged relationships with industry leaders within the safety, training, oil & gas, and risk mitigation sectors. The prospective synergy between these various, interrelated industries and their leaders, we believe, will create growth and increased margins due to the existing pipeline of business and management overlap.

The foregoing description of the terms of the EmployUS LOI 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.

Stock Purchase Agreements

On August 27, 2013, the Company, Liudmila Yuziuk (the “Seller”), and Joseph Albunio and Brian McLoone (collectively, the “Purchasers”) entered into and stock purchase agreements (the “Stock Purchase Agreements”) whereby the Purchasers each purchased from the Seller thirty percent (30%) of the Company’s common stock, par value $0.001 per share, issued and outstanding prior to the Financing disclosed in Item 3.02 Unregistered Sales of Equity Securities below (the “Shares”). Prior to the Closing of the Stock Purchase Agreements, the Seller was our President, Chief Executive Officer, Chief Financial Officer, Treasurer, Chief Accounting Officer, Secretary, sole director, and majority shareholder.

The foregoing description of the terms of the Stock Purchase Agreements is qualified in its entirety by reference to the provisions of the agreement filed as Exhibit 10.3 and 10.4 to this Report, which is incorporated by reference herein.

The Company was a shell company immediately before the change in control, and remains a shell company following the change in control. The disclosure required by Item 5.01(a)(8) of Form 8-K was previously filed with the Securities and Exchange Commission in (a) the Company’s Registration Statement on Form S-1, filed on November 21, 2012, as amended on December 21, 2012, December 31, 2012, January 10, 2013, and January 17, 2013; as supplemented and updated by (b) the Company’s Quarterly Reports on Form 10-Q for the quarters ended December 31, 2012, March 31, 2013, and June 30, 2013; (c) and the information contained in this Report.

Item 3.02

Unregistered Sales of Equity Securities.

On August 27, 2013, the Company entered into private placement subscription agreements (the “Agreements”) with four (4) subscribers (the “Subscribers”). Pursuant to the Agreements, the Company sold 666,667 shares of the Company’s common stock (the “Securities”) to the Subscribers for the aggregate principal amount of $500,000 (the “Financing”).

The foregoing description of the Agreements are qualified in its entirety by reference to such Form of Subscription Agreement, which is filed as Exhibits 10.5, attached hereto and is incorporated herein by reference.

The Securities were issued in reliance on exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”), and Rule 506 of Regulation D promulgated under the Act. These transactions qualified for exemption from registration because among other things, the transactions did not involve a public offering, each investor was an accredited investor and/or qualified institutional buyer, each investor had access to information about the Company and their investment, each investor took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

Item 5.01

Changes in Control of Registrant.

Reference is made to the disclosure set forth under Items 1.01 and 5.02 of this Report, which disclosure is incorporated herein by reference.

Item 5.02

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

In connection with the closing of the Stock Purchase Agreement, on August 27, 2013, Liudmila Yuziuk submitted to the Company a resignation letter pursuant to which she resigned from her position as director of the Company. In addition, Ms. Yuziuk resigned from her position as President, Chief Executive Officer, Chief Financial Officer, Treasurer, Chief Accounting Officer, and Secretary of the Company. The resignation of Ms. Yuziuk was not a result of any disagreements relating to the Company’s operations, policies or practices.

On August 27, 2013, by a consent to action without meeting by unanimous consent of the stockholders of the Company (the “Stockholders”), the Stockholders accepted the resignation of Ms. Yuziuk and appointed Brian McLoone to serve as the President, Chief Executive Officer, Chief Financial Officer, Treasurer, Chief Accounting Officer, and Secretary of the Company.

Brian McLoone, age 42, brings over 20 years’ experience owning and operating various staffing companies. Most recently, Mr. McLoone served as the Vice President of Operations for Workers Temporary Staffing (2002 – 2010). Mr. McLoone managed 36 locations that were responsible for over $40,000,000.00 in annual Revenue. These locations collectively put over 20,000 people to work on an annual basis. Mr. McLoone was responsible for negotiating the terms on workers compensation and all other insurance policies. Additionally Mr. McLoone was involved in the securing of funding with different banking and financial institutions. He managed a staff of over 100 employees and was directly responsible for the day to day operations of the company as well as overseeing the risk management department. He negotiated all contract for both clients and vendors. Prior to this, Mr. McLoone was a partial owner of Advantage Leasing and Staffing (1999 – 2002). He was the vice President of Operations responsible for hiring, contract negotiations, risk management as well as determining the expansion plan for future growth of the company. Prior to starting Advantage Leasing and Staffing, Mr. McLoone spent time working as both a manager and district manager in the staffing field in both Florida and North Carolina (1991 – 1999). Brian started working in the staffing industry while attending Florida State University where he earned a Bachelor’s of Science degree.

As of the date of this Report, there has not been any material plan, contract or arrangement (whether or not written) to which any of our officers or directors are a party in connection with their appointments as officers or directors of the Company.

Family Relationships

There are no family relationships between Mr. McLoone 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 or Item 404(a) of Regulation S-K.

Employment Agreement

The Company has not entered into any employment agreements with any of its officers.

Item 8.01

Other Events

As conditions precedent to the completion of the transactions contemplated in the TSG LOI and EmployUS LOI, we have agreed to complete a 6.5-for-1 forward stock split, or such other split ratio as is mutually agreed upon by the parties, so that there are 34,000,000 shares of the Company’s common stock issued and outstanding prior to the closing (the “Forward Stock Split”) and a name change to better reflect the Company’s new business (the “Name Change”). The Company intends to notify the Financial Industry Regulatory Authority (“FINRA”) of the Forward Stock Split and the Name Change. Moreover, the parties have agreed that the Company shall have received an audit report of TSG and EmployUS with respect to their two most recently completed fiscal years from an independent accounting firm that is registered with the Public Company Accounting Oversight Board.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number		Description
10.1		TSG LOI dated August 27, 2013.
10.2		EmployUS LOI dated August 27, 2013.
10.3		Stock Purchase Agreement dated August 27, 2013 by and between the Company, Liudmila Yuziuk and Joseph Albunio.
10.4		Stock Purchase Agreement dated August 27, 2013 by and between the Company, Liudmila Yuziuk and Brian McLoone
10.5		Form of Subscription Agreement

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

	Aviana, Corp.

DATED: August 29, 2013	By:	/s/ Brian McLoone
		Brian McLoone
		President, Chief Executive Officer, and Chief Financial Officer

EX-10.1 2 v353967_ex10-1.htm EXHIBIT 10.1

Aviana, Corp.

19 Broniewskiego Street

Wlodawa Poland 22200

August 27, 2013

Attn: Brian McLoone

The Safety Group, Ltd.

11 Hanover Plaza

76 Beaver Street

New York, New York 10036

Re:

Binding Letter of Intent between Aviana, Corp. and The Safety Group, Ltd.

Dear Mr. McLoone:

This letter sets forth our binding letter of intent (“Letter of Intent”) between Aviana, Corp, a Nevada corporation, (“AVIA”) and The Safety Group, Ltd., a Delaware corporation (“TSGI”), and in connection therewith, the acquisition of 100% of the issued and outstanding equity securities of TSGI by AVIA, and the issuance of shares of AVIA to the shareholders of TSGI, or their designees, in amount to be negotiated by the parties (the “Transaction”), subject to the terms of a definitive share exchange agreement to be negotiated and executed by AVIA and TSGI (each a “Party”, and together, the “Parties”).

The proposed terms of the Transaction are as follows:

1. Definitive Agreement. Consummation of the Transaction as contemplated hereby will be subject to the negotiation and execution of a mutually satisfactory definitive share exchange agreement (the “Definitive Agreement”), setting forth the specific terms and conditions of the transaction proposed hereby. The execution of the Definitive Agreement by both Parties (the “Closing”) is subject to approval by the board of directors and shareholders of TSGI and the board of directors and shareholders of AVIA, and the completion by each of the Parties of a satisfactory review of the legal, financial and business condition and prospects of the other Party, as well as certain other terms contained herein. The Parties will use their reasonable best efforts to negotiate in good faith the Definitive Agreement, which will contain, among other standard terms and conditions, the following provisions:

(a)

In consideration for 100% of the issued and outstanding equity securities of TSGI, AVIA will issue shares of its common stock to the shareholders of TSGI, or their designees, in an amount to be negotiated and agreed to by each Party. The issuance of the shares of both Parties shall be made simultaneous with or as soon as practicable after Closing.

(b)

Before Closing, AVIA shall complete approximately a 6.5-for-1 forward stock split, or such other split ratio as is mutually agreed upon by both parties, so that there are 34,000,000 shares of common stock issued and outstanding prior to the closing (the “Forward Stock Split”) and a name change to better reflect the new business of AVIA (the “Name Change”), and shall take such steps necessary to get the Forward Stock Split and Name Change approved by FINRA and other necessary regulatory agencies, and shall obtain a new CUSIP number and confirmation from AVIA’s transfer agent of the Forward Stock Split and Name Change.

August 27, 2013

Page 2

(c)

Before Closing, TSGI and its subsidiaries, if any, including all entities that are fully or partially owned by TSGI, shall obtain fully audited financials statements of its accounts in a manner that would be sufficient for TSGI to enter into a reverse merger with a publicly traded entity and as required by applicable securities laws (the “TSGI Audited Financial Statements”).

(d)

At and following Closing, AVIA shall retain all non-cash assets and liabilities, including all intellectual property, owned as of the date of this Letter of Intent.

(e)

Any necessary third-party consents shall be obtained prior to Closing, including but not limited to any consents required to be obtained by either Party from their respective lenders, creditors, vendors and lessors.

(f)

Each Party shall have completed their due diligence review of the respective Parties and shall be reasonably satisfied with the result of such review.

(g)

Within four (4) business days after Closing, AVIA shall file a “Super 8-K” reporting the transaction, and shall take such additional steps to be in compliance with federal and state securities laws.

2. Conduct of Business. Prior to the execution of the Agreement, the Parties shall conduct their respective operations in the ordinary course consistent with past practice and will not issue any capital stock or grant any options with respect to their respective capital stock, nor will either Party make any distributions, dividends or other payments to any affiliate or shareholders, unless approved in writing by both parties. AVIA will continue to make timely disclosures and reports as required by federal and state securities laws. Each Party shall make a good faith effort to complete all terms of this Letter of Intent as soon as practicable.

3. Public Announcements. Neither Party will make any public disclosure concerning the matters set forth in this Letter of Intent or the negotiation of the proposed Transaction without the prior written consent of the other Party, which consent shall not be unreasonably withheld, provided, however, that each Party hereby agrees that, upon signing this Letter of Intent, AVIA shall be entitled to disclose this Letter of Intent in a Form 8-K filing and contemporaneous press release. If and when either Party desires to make such public disclosure, after receiving such prior written consent, the disclosing Party will give the other Party an opportunity to review and comment on any such disclosure in advance of public release. Notwithstanding the above, to the extent that either Party is advised by counsel that disclosure of the matters set forth in this Letter of Intent is required by applicable securities laws or to the extent that such disclosure is ordered by a court of competent jurisdiction or is otherwise required by law, then such disclosing Party will provide the other Party, if reasonably possible under the circumstances, prior notice of such disclosure as well as an opportunity to review and comment on such disclosure in advance of the public release.

4. Due Diligence; Confidentiality Agreement. Each Party and its representatives, officers, employees and advisors, including accountants and legal advisors, will provide the other Party and its representatives, officers, employees and advisors, including accountants and legal advisors, with all information, books, records and property (collectively, “Transaction Information”) that such other Party reasonably considers necessary or appropriate in connection with its due diligence inquiry. Each Party agrees to make available to the other Party such officers, employees, consultants, advisors and others as reasonably requested by the other Party for meetings, visits, questions and discussions concerning each other and the Transaction. Each of the Parties will use its reasonable best efforts to maintain the confidentiality of the Transaction Information, unless all or part of the Transaction Information is required to be disclosed by applicable securities laws or to the extent that such disclosure is ordered by a court of competent jurisdiction. Each Party will have until 12:00 p.m. Eastern Time on the date that is ten (10) calendar days following receipt of the TSGI Audited Financial Statements (the “Due Diligence Review Period”) to complete their initial due diligence review of the respective documents, unless such period is mutually extended by the Parties.

August 27, 2013

Page 3

5. Exclusivity. In consideration for the mutual covenants and agreements contained herein, until the earlier of the Closing or termination of this Letter of Intent in accordance with its terms, the Parties or their respective officers, directors, employees, shareholders and other representatives will not, and will not permit any of their respective affiliates to, directly or indirectly, solicit, discuss, accept, approve, respond to or encourage (including by way of furnishing information) any inquiries or proposals relating to, or engage in any negotiations with any third party with respect to any transaction similar to the Transaction or any transaction involving the transfer of a significant or controlling interest in their respective assets or capital stock, including, but not limited to, a merger, acquisition, strategic investment or similar transaction (“Acquisition Proposal”). The Parties and their respective officers or their respective affiliates will immediately notify each other in writing of the receipt of any third party inquiry or proposal relating to an Acquisition Proposal and will provide the other Party with copies of any such notice inquiry or proposal. Notwithstanding the foregoing, nothing in this Section 5 will be construed as prohibiting the board of directors of either Party from (a) making any disclosure required by applicable law to its shareholders; or (b) responding to any unsolicited proposal or inquiry (other than an Acquisition Proposal by a third party) by advising the person making such proposal or inquiry of the terms of this Section 5.

6. Termination. This Letter of Intent may be terminated (a) by mutual written consent of the Parties hereto, (b) by either Party (i) after 5:00 p.m. Eastern Time on December 31, 2013 if a Definitive Agreement is not executed and delivered by the Parties prior to such time, (ii) if the Transaction is enjoined by a court or any governmental body, (iii) if the other Party materially breaches any term of this Letter of Intent, (iv) if there is a material adverse effect involving the business or operations of the other Party, or (v) if before the end of the Due Diligence Review Period, if any Party is not satisfied with the results of its due diligence investigation of the other Party, in its sole and absolute discretion.

7. No Brokers. Each Party represents and warrants to the other that there are no brokers or finders entitled to any compensation with respect to the execution of this Letter of Intent, and each agrees to indemnify and hold the other harmless from and against any expenses or damages incurred as a result of a breach of this representation and warranty..

8. Expenses. Each of the Parties will be responsible for its own expenses in connection with the Transaction, including fees and expenses of legal, accounting and financial advisors. Specifically, the cost of the TSGI Audited Financial Statements shall be the responsibility of TSGI.

9. Choice of Law. This Letter of Intent shall be governed by and construed in accordance with the internal substantive laws of the State of Nevada.

10. Compliance with the Securities Laws. TSGI acknowledges that it and its officers, directors, shareholders, employees and other representatives (collectively, the “Information Recipients”) may, in connection with their consideration of the proposed Transaction, come into possession of material non-public information about AVIA. Accordingly, TSGI will use its commercially reasonable efforts to ensure that none of the Information Recipient will trade (or cause or encourage any third party to trade) in any of the securities that they will receive as a result of the Transaction while in possession of any such material, non-public information.

August 27, 2013

Page 4

11. Counterparts. This Letter of Intent may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Fax or .pdf format copies of signatures shall be treated as originals for all purposes.

12. Effect. This Letter of Intent is a binding contract between the Parties, and contains the entire agreement by and among the Parties to date with respect to the subject matter hereof and supersedes any and all prior agreements and understandings, oral or written, with respect to such matters.

[Signature Page Follows]

August 27, 2013

Page 5

This Letter of Intent will terminate at 5:00 p.m. Eastern Time on August 30, 2013 unless it has been duly executed by or on behalf of the Parties prior to such time. The date of this Agreement shall as of the last date upon which each Party has affixed its signature hereto.

	Very truly yours,

	AVIANA, CORP.

	By:	/s/ Brian McLoone
	Name:	Brian McLoone
	Title:	Chief Executive Officer

Agreed and Accepted:

The Safety Group, Ltd.

By:	/s/ Brian McLoone	8/27/13
Name:	Brian McLoone	Date
Title:	Chief Executive Officer

[Signature Page to Binding Letter of Intent]

EX-10.2 3 v353967_ex10-2.htm EXHIBIT 10.2

Aviana, Corp.

19 Broniewskiego Street

Wlodawa Poland 22200

August 27, 2013

EmployUS LTD.

400 Poydras Street

Suite 1165

New Orleans, LA 70130

Attn: Abraxas J. Discala, Managing Member

Re:

Non-Binding Letter of Intent between Aviana, Corp. and EmployUS, Ltd.

Dear Mr. Discala:

This letter sets forth our non-binding letter of intent (“Letter of Intent”) between Aviana, Corp, a Nevada corporation, (“AVIA”) and EmplyUS, Ltd. a Nevada corporation (“EmployUS”), and in connection therewith, the acquisition of 100% of the issued and outstanding equity securities of EmployUS by AVIA, and the issuance of shares of AVIA to the shareholders of EmployUS, or their designees, in amount to be negotiated by the parties (the “Transaction”), subject to the terms of a definitive share exchange agreement to be negotiated and executed by AVIA and EmployUS (each a “Party”, and together, the “Parties”).

The proposed terms of the Transaction are as follows:

1. Definitive Agreement. Consummation of the Transaction as contemplated hereby will be subject to the negotiation and execution of a mutually satisfactory definitive share exchange agreement (the “Definitive Agreement”), setting forth the specific terms and conditions of the transaction proposed hereby. The execution of the Definitive Agreement by both Parties (the “Closing”) is subject to approval by the board of directors and shareholders of EmployUS and the board of directors and shareholders of AVIA, and the completion by each of the Parties of a satisfactory review of the legal, financial and business condition and prospects of the other Party, as well as certain other terms contained herein. The Parties will use their reasonable best efforts to negotiate in good faith the Definitive Agreement, which will contain, among other standard terms and conditions, the following provisions:

(a)

In consideration for 100% of the issued and outstanding equity securities of EmployUS, AVIA will issue shares of its common stock to the shareholders of EmployUS, or their designees, in an amount to be negotiated and agreed to by each Party. The issuance of the shares of both Parties shall be made simultaneous with or as soon as practicable after Closing.

(b)

(c)

Before Closing, EmployUS and its subsidiaries, if any, including all entities that are fully or partially owned by EmployUS, shall obtain fully audited financials statements of its accounts in a manner that would be sufficient for EmployUS to enter into a reverse merger with a publicly traded entity and as required by applicable securities laws (the “EmployUS Audited Financial Statements”).

August 27, 2013

Page 2

(d)

At and following Closing, AVIA shall retain all non-cash assets and liabilities, including all intellectual property, owned as of the date of this Letter of Intent.

(e)

(f)

Each Party shall have completed their due diligence review of the respective Parties and shall be reasonably satisfied with the result of such review.

(g)

4. Due Diligence; Confidentiality Agreement. Each Party and its representatives, officers, employees and advisors, including accountants and legal advisors, will provide the other Party and its representatives, officers, employees and advisors, including accountants and legal advisors, with all information, books, records and property (collectively, “Transaction Information”) that such other Party reasonably considers necessary or appropriate in connection with its due diligence inquiry. Each Party agrees to make available to the other Party such officers, employees, consultants, advisors and others as reasonably requested by the other Party for meetings, visits, questions and discussions concerning each other and the Transaction. Each of the Parties will use its reasonable best efforts to maintain the confidentiality of the Transaction Information, unless all or part of the Transaction Information is required to be disclosed by applicable securities laws or to the extent that such disclosure is ordered by a court of competent jurisdiction. Each Party will have until 12:00 p.m. Eastern Time on the date that is ten (10) calendar days following receipt of the EmployUS Audited Financial Statements (the “Due Diligence Review Period”) to complete their initial due diligence review of the respective documents, unless such period is mutually extended by the Parties.

August 27, 2013

Page 3

8. Expenses. Each of the Parties will be responsible for its own expenses in connection with the Transaction, including fees and expenses of legal, accounting and financial advisors. Specifically, the cost of the EmployUS Audited Financial Statements shall be the responsibility of EmployUS.

9. Choice of Law. This Letter of Intent shall be governed by and construed in accordance with the internal substantive laws of the State of Nevada.

10. Compliance with the Securities Laws. EmployUS acknowledges that it and its officers, directors, shareholders, employees and other representatives (collectively, the “Information Recipients”) may, in connection with their consideration of the proposed Transaction, come into possession of material non-public information about AVIA. Accordingly, EmployUS will use its commercially reasonable efforts to ensure that none of the Information Recipient will trade (or cause or encourage any third party to trade) in any of the securities that they will receive as a result of the Transaction while in possession of any such material, non-public information.

August 27, 2013

Page 4

[Signature Page Follows]

August 27, 2013

Page 5

	Very truly yours,

	AVIANA, CORP.

	By:	/s/ Brian McLoone
	Name:	Brian McLoone
	Title:	Chief Executive Officer

Agreed and Accepted:

EmployUS, Ltd.

By:	/s/ Abraxas J. Discala	8/27/13
Name:	Abraxas J. Discala	Date
Title:	Managing Member

[Signature Page to Binding Letter of Intent]

EX-10.3 4 v353967_ex10-3.htm EXHIBIT 10.3

Explanatory Note: This Stock Purchase Agreement is the same as the agreement executed by and between the Company, the Seller, and Brian McLoone, except Mr. McLoone is the signatory on the other agreement. Accordingly, we are only filing this agreement as an exhibit because the terms of both agreements are the same.

Stock Purchase Agreement

Dated as of August 27, 2013

By and Among

LIUDMILA YUZIUK,

JOSEPH ALBUNIO

and

AVIANA CORP.

Stock Purchase Agreement

This Stock Purchase Agreement (“Agreement”), dated as of August 27, 2013, is entered into by and among AVIANA CORP. (“AVIANA” or the “Company”) and LIUDMILA YUZIUK (the “Seller”), and JOSEPH ALBUNIO (the “Purchaser”) collectively, the “Purchaser” and together with the Company and the Seller, the “Parties”).

W i t n e s s e t h:

Whereas, the Seller is a shareholder of AVIANA, a corporation organized and existing under the laws of the State of Nevada, who owns and/or controls in the aggregate 3,000,000 shares of common stock, par value $0.001 per share, of the Company, which represents 66.52% of the issued and outstanding shares; and

Whereas, the Purchaser desire to acquire 1,353,000 shares;

Now, Therefore, in consideration of the premises and of the covenants, representations, warranties and agreements herein contained, the Parties have reached the following agreement with respect to the sale by the Seller of such shares to the Purchasers:

Section 1. Construction and Interpretation

1.1. Principles of Construction.

(a) All references to Articles, Sections, subsections and Appendixes are to Articles, Sections, subsections and Appendixes in or to this Agreement unless otherwise specified. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “including” is not limiting and means “including without limitations.”

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) This Agreement is the result of negotiations among and has been reviewed by each Party’s counsel. Accordingly, this Agreement shall not be construed against any Party merely because of such Party’s involvement in its preparation.

(d) Wherever in this Agreement the intent so requires, reference to the neuter, masculine or feminine shall be deemed to include each of the other, and reference to either the singular or the plural shall be deemed to include the other.

Section 2. The Transaction

2.1. Purchase Price.

The Seller hereby agrees to sell to the Purchasers, and the Purchasers, in reliance on the representations and warranties contained herein, and subject to the terms and conditions of this Agreement, agree to purchase from the Seller 3,000,000 shares (the “Acquired Shares”), pro rata pursuant to Schedule 2.1, for an aggregate purchase price of $1,350 (the “Purchase Price”), payable in full to the Seller according to the terms of this Agreement, in United States currency as directed by the Seller at the closing of the transaction contemplated herein (the “Closing”).

2.2. Transfer of Shares and Terms of Payment.

In consideration for the transfer of the Acquired Shares by the Seller to the Purchasers, the Purchasers shall pay the Purchase Price pro rata in accordance with the terms of this Agreement. Transfer of the shares and payment thereof shall be in the following manner:

Upon execution of this Agreement, the Purchaser shall transfer the Purchase Price to Anslow & Jaclin, LLP (the “Escrow Agent”);

ii)

Simultaneously with the transfer of the Purchase Price, the Seller shall deliver to the Escrow Agent the certificates for the Acquired Shares duly endorsed for transfer or with executed stock powers medallion guaranteed attached to be released and delivered to Purchasers upon receipt of the Purchase Price by the Escrow Agent.

2.3. Closing.

Subject to the terms and conditions of this Agreement, the Closing shall take place by wire transfer and overnight mail on or before August 27, 2013 (the “Closing Date”).

Section 3. Representations and Warranties

3.1. Representations and Warranties of the Seller and the Company. The Seller and the Company hereby make the following representations and warranties to the Purchasers:

3.1.1 The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors.

3.1.2 The Company is in good standing with the Secretary of State of Nevada.

3.1.3 Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchasers’ reasonable satisfaction. Should the Purchasers discover any obligation of the Company that was not paid prior to the Closing Date, the Seller shall indemnify the Purchasers for any and all such liabilities, whether outstanding or contingent at the time of Closing.

3.1.4 The Company will have no assets or liabilities at the Closing Date.

3.1.5 The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.

3.1.6 The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing.

Notwithstanding the foregoing, the Company has an existing contract with Island Stock Transfer to act as the Company’s transfer agent.

3.1.7 The Company does not own any real estate or any interests in real estate.

3.1.8 The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever. The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full. None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject.

3.1.9 The Company, to the actual knowledge of Seller, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies.

3.1.10 The Seller is the lawful owner of record of the Acquired Shares, and the Seller presently has, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchasers in accordance with the terms of this Agreement. The delivery to the Purchasers of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchasers good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.

3.1.11 There are no authorized shares of the Company other than 75,000,000 common shares, and there are 4,510,000 issued and outstanding shares of the Company. Seller at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchasers; and on delivery to the Purchasers of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company.

3.1.12 All issuances of the Company of the Shares in past transactions have been legally and validly effected, without violation of any preemptive rights, if any existed, and all of such shares of common stock are fully paid and non-assessable.

3.1.13 There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

3.1.14 There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties.

3.1.15 The Company has no subsidiaries.

3.1.16 The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties.

3.1.17 The Company has no insurance or employee benefit plans whatsoever.

3.1.18 The Company is not in default under any contract, or any other document.

3.1.19 The Company has no outstanding powers of attorney and no obligations concerning the performance of the Seller concerning this Agreement.

3.1.20 The execution and delivery of this Agreement, and the subsequent Closing, will not result in the breach by the Company or the Seller of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws.

3.1.21 All financial and other information which the Company and/or the Seller furnished or will furnish to the Purchasers, including information with regard to the Company and/or the Seller contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact and is not misleading, and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby.

3.1.22 The Company has a Registration Statement on Form S-1 that went effective on January 23, 2013, and there are no proceedings pending to revoke or terminate such registration. Since such date, the Company has filed all periodic reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, including its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, and all such reports were filed timely, except the Quarterly Report on Form 10-Q for the quarter ended June 30, 2013.

The representations and warranties herein by the Seller and the Company shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date.

The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the thirty-sixth month after the Closing Date.

3.2. Covenants of the Seller and the Company.

From the date of this Agreement and until the Closing Date, the Seller and the Company covenant the following:

3.2.1 The Seller will, to the best of his ability, preserve intact the effectiveness of the Company’s Registration Statement on Form S-1.

3.2.2 The Seller will furnish Purchasers with all corporate records and documents, such as Articles of Incorporation and Bylaws, minute books, stock books, or any other corporate document or record (including financial and bank documents, books and records) requested by the Purchaser.

3.2.3 The Company will not enter into any contract or business transaction, merger or business combination, make any material purchases or acquisitions, or incur any further debts or obligations without the express written consent of the Purchasers.

3.2.4 The Company will not amend or change its Articles of Incorporation or Bylaws, or issue any further shares or create any other class of shares in the Company without the express written consent of the Purchasers.

3.2.5 The Company will not issue any stock options, warrants or other rights or interests in or to its shares without the express written consent of the Purchasers.

3.2.6 The Seller will not encumber or mortgage any right or interest in his Shares being sold to the Purchasers hereunder, and also they will not transfer any rights to such shares of the common stock to any third party whatsoever.

3.2.7 The Company will not declare any dividend in cash or stock, or any other benefit.

3.2.8 The Company will not institute any bonus, benefit, profit sharing, stock option, pension retirement plan or similar arrangement.

3.2.9 At Closing, the Company and the Seller will obtain and submit to the Purchaser resignations of current officers and directors.

3.2.10 The Seller agrees to indemnify the Purchasers against and to pay any loss, damage, expense or claim or other liability incurred or suffered by the Purchasers by reason of the breach of any covenant or inaccuracy of any warranty or representation contained in this Agreement.

3.2.11 For thirty-six months after Closing, the Seller agrees to cooperate with the Purchaser and provide the Purchasers and the Company with any documentation and assistance that they may reasonable require to file Exchange Act on behalf of the Company.

3.3 Representations and Warranties of the Purchasers. The Purchasers hereby make the following representations and warranties to the Seller:

3.3.1 The Purchasers have the requisite power and authority to enter into and perform this Agreement and to purchase the shares being sold to it hereunder. The execution, delivery and performance of this Agreement by such Purchasers and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action, and no further consent or authorization of such Purchasers are required. This Agreement has been duly authorized, executed and delivered by such Purchasers and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Purchasers enforceable against such Purchasers in accordance with the terms thereof.

3.3.2 Each Purchaser is, and will be at the time of the execution of this Agreement, an “accredited investor”, as such term is defined in Regulation D promulgated by the Commission under the Securities Act of 1933, as amended (the “1933 Act”), is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable such Purchaser to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment. The Purchaser has the authority and are duly and legally qualified to purchase and own shares of the Company. The Purchaser is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof. The information set forth on the signature page hereto regarding the Purchaser is accurate.

3.3.3 On the Closing Date, such Purchasers will purchase the Acquired Shares pursuant to the terms of this Agreement for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

3.3.4 The Purchasers understand and agree that the Acquired Shares have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Purchaser contained herein), and that such Acquired Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration. In any event, and subject to compliance with applicable securities laws, the Purchasers may enter into lawful hedging transactions in the course of hedging the position they assume and the Purchasers may also enter into lawful short positions or other derivative transactions relating to the Acquired Shares, or interests in the Acquired Shares, and deliver the Acquired Shares, or interests in the Acquired Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Acquired Shares, or interests in the Acquired Shares, to third parties who in turn may dispose of these Acquired Shares.

3.3.5 The Acquired Shares shall bear the following or similar legend:

“THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

3.3.6 The offer to sell the Acquired Shares was directly communicated to the Purchasers by the Company. At no time were the Purchasers presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

3.3.7 Such Purchasers represent that the foregoing representations and warranties are true and correct as of the date hereof and, unless such Purchasers otherwise notify the Company prior to the Closing Date shall be true and correct as of the Closing Date.

3.3.8 The foregoing representations and warranties shall survive the Closing Date and for a period of one year thereafter.

Section 4. Miscellaneous

4.1. Expenses.

Each of the Parties shall bear his own expenses in connection with the transactions contemplated by this Agreement.

4.2. Governing Law.

The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of the State of Nevada applicable to agreements executed and to be wholly performed solely within such state.

4.3. Resignation of Old and Appointment of New Board of Directors and Officers.

The Company and the Seller shall take such corporate action(s) required by the Company’s Articles of Incorporation and/or Bylaws to (a) appoint the below named persons to their respective positions, to be effective on the eleventh day following the Closing Date, and (b) obtain and submit to the Purchasers, together with all required corporate action(s) the resignation of the current board of directors, and any and all corporate officers and check signers as of the Closing Date.

Name	Position
Brian McLoone	President, Chief Executive Officer, Chief Financial Officer

4.4. Disclosure.

The Seller and the Company agree that they will not make any public comments, statements, or communications with respect to, or otherwise disclose the execution of this Agreement or the terms and conditions of the transactions contemplated by this Agreement without the prior written consent of the Purchasers, which consent shall not be unreasonably withheld.

4.5. Notices.

Any notice or other communication required or permitted under this Agreement shall be sufficiently given if delivered in person or sent by facsimile or by overnight registered mail, postage prepaid, addressed as follows:

If to Seller, to:

Liudmila Yuziuk

If to the Company:

Aviana Corp.

19 Broniewskiego Street

Wlodawa Poland 22200

With a copy to (which shall not constitute notice):

Anslow & Jaclin, LLP

195 Route 9, Suite 204

Manalapan, NJ 07726

If to the Purchaser, to:

Joseph Albunio

Or such other address or number as shall be furnished in writing by any such Party, and such notice or communication shall, if properly addressed, be deemed to have been given as of the date so delivered or sent by facsimile.

4.6. Parties in Interest.

This Agreement may not be transferred, assigned or pledged by any Party hereto, other than by operation of law. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

4.7. Entire Agreement.

This Agreement and the other documents referred to herein contain the entire understanding of the Parties hereto with respect to the subject matter contained herein. This Agreement shall supersede all prior agreements and understandings between the Parties with respect to the transactions contemplated herein.

4.8. Amendments.

This Agreement may not be amended or modified orally, but only by an agreement in writing signed by the Parties.

4.9. Severability.

In case any provision in this Agreement shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof will not in any way be affected or impaired thereby.

4.10. Counterparts.

This Agreement may be executed in any number of counterparts, including counterparts transmitted by telecopier, PDF or facsimile transmission, any one of which shall constitute an original of this Agreement. When counterparts of copies have been executed by all parties, they shall have the same effect as if the signatures to each counterpart or copy were upon the same document and copies of such documents shall be deemed valid as originals. The Parties agree that all such signatures may be transferred to a single document upon the request of any Party.

[-signature page follows-]

In Witness Whereof, each of the Parties hereto has caused its/his name to be hereunto subscribed as of the day and year first above written.

Company:

AVIANA CORP.

By:/s/Liudmila Yuziuk

Name: Liudmila Yuziuk

Title: President

Seller:

By: /s/ Liudmila Yuziuk

Name: Liudmila Yuziuk, individually

Purchaser:

JOSEPH ALBUNIO

By:/s/ Joseph Albunio

Name: Joseph Albunio

Schedule 2.1

Share Breakdown

Name	Share Amount
Joseph Albunio	1,353,000

EX-10.4 5 v353967_ex10-4.htm EXHIBIT 10.4

Stock Purchase Agreement

Dated as of August 27, 2013

By and Among

LIUDMILA YUZIUK,

BRIAN MCLOONE

and

AVIANA CORP.

Stock Purchase Agreement

This Stock Purchase Agreement (“Agreement”), dated as of August 27, 2013, is entered into by and among AVIANA CORP. (“AVIANA” or the “Company”) and LIUDMILA YUZIUK (the “Seller”), and BRIAN MCLOONE (the “Purchaser”) collectively, the “Purchaser” and together with the Company and the Seller, the “Parties”).

W i t n e s s e t h:

Whereas, the Purchaser desire to acquire 1,353,000 shares;

Section 1. Construction and Interpretation

1.1. Principles of Construction.

Section 2. The Transaction

2.1. Purchase Price.

2.2. Transfer of Shares and Terms of Payment.

Upon execution of this Agreement, the Purchaser shall transfer the Purchase Price to Anslow & Jaclin, LLP (the “Escrow Agent”);

ii)

2.3. Closing.

Subject to the terms and conditions of this Agreement, the Closing shall take place by wire transfer and overnight mail on or before August [ ], 2013 (the “Closing Date”).