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: October 25, 2012

(Date of earliest event reported)

XL RENT, INC.

(Exact name of registrant as specified in its charter)

Nevada --------------------------------	033-55254-36 --------------------------------	87-0485314 ----------------------------------------------
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

116 Court Street, Suite 707

New Haven, CT 06511

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(Address of principal executive offices) (Zip Code)

(203) 823-9136

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(Registrant’s telephone no., including area code)

ACEM HOLDINGS, INC.

2 Corporate Drive, Suite 234

Shelton, CT 06484

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(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 (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))

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SECTION 1 – REGISTRANT'S BUSINESS AND OPERATIONS

Item 1.01                      Entry into a Material Definitive Agreement.

On October 18, 2011, the Registrant’s President entered into a definitive Acquisition Agreement with Pizza Holding BV, a Dutch company to acquire XL Rent BV, a Dutch company (the "Acquisition Agreement") .

The Acquisition Agreement was approved by the Board of Directors unanimously On October 18, 2011 at a formal Board of Directors meeting held in New Haven, Connecticut.  The Acquisition Agreement was approved unanimously vote of the stockholders of the Company holding a majority in interest of the Company’s voting equity that are unafiliated with the Acquisition Agreement or the Termination Agreementmajority at a Special Meeting of the Shareholders held in Columbus, Ohio on October 20, 2012 to acquire ACEM Holding AG, a Swiss companyis subject to conditions prior to closing and to shareholders approval.

Pizza Holding BV owns all of the shares of XL Rent BV, a Dutch company that owns all of the shares of RPRental Invest SLU, a Spanish company that leases rental cars to rental car agencies in Europe under a six month short term lease arrangement.   

In accordance with the Acquisition Agreement, the Registrant will deliver at Closing a ninety five (95%) percent interest in the Registrant in the form of One Hundred Twenty Million (120,000,000) newly issued common shares of Acem in the name of Pizza Holding BV whereby after closing the Registrant shall have approximately a total of One Hundred Twenty Six Million Two Hundred Fifty Thousand Eight Hundred Forty Two (126,250,842) issued and outstanding shares.

In accordance with the Acquisition Agreement, at closing which is scheduled for October 30, 2012 the Company shall:

1.   Have no assets or  liabilities other than those owed to governmental agencies.

2.   Reinstate in the State of Nevada.

3.   Appoint Action Stock Transfer Corp. of Salt Lake City, Utah as the new transfer agent.

4.   Change its name to XL Rent, Inc.

5.   Frans van Rijn and Richard Fokker shall resign, and Jerry Gruenbaum shall be elected to the Board of Directors and serve as its Chief Executive Officer and Nathan Lapkin shall serve as its Chief Financial Officer.

6.   Engage the PCAOB auditing firm of Malone & Bailey PC of Houston, Texas to bring all financials current with the U.S. Securities and Exchange Commission.

7.   File all Form 10-Ks and 10-Qs that are delinquesnt to bring the Company current in its filings.

8.   File a Form 15c-211 with FINRA to bring the Company back to the OTC Bulletin Board.

9.   File a "Super 8-K" for the XL Rent BV acquisition.

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Item 1.02                      Termination of a Material Definitive Agreement.

On October 17, 2012, the Registrant's  President entered into a definitive Mutual Rescission of Contract Agreement with Siyar Holding AG, a Swiss corporation, Pure Earth Holding Ltd., a Cyprus corporation, Total Invest International BV, a Netherlands corporation, Wistals Investment Group AG, a Swiss corporation, Vela Heleen Holding GMBH, a Swiss corporation, A van Buuren, an individual resident in the Netherlands, and Sec Attorneys, LLC a Connecticut limited liability company to terminate the December 11, 2011 Acquisition Agreement to acquire ACEM Holding AG, a Swiss company that owns all of the shares of ACCEM Madencihlik Ltd, a Turkish company that acquired from the Turkish state authorities a permit to mine in the county of Merkez, in the north of the village Azikan (Yazibasi) a surface of 490 hectors for the exploration of manganese ore (the "Rescission Agreement").

The Rescission Agreement was entered between the parties because they were unable to date to consummate their December 11, 2011 Acquisition Agreement and thereby reached a complete impass.  As a consequence, the One Hundred Twenty Million (120,000,000) newly issued common shares of Acem in the name of the Sellers in accordance with the schedule in the December 11, 2011 which were never physically issued, were cancelled on the books of the Company.

The Rescission Agreement was approved by the Board of Directors unanimously On October 18, 2011 at a formal Board of Directors meeting held in New Haven, Connecticut.  The Rescission Agreement was approved by unanimous vote of the stockholders of the Company holding a majority in interest of the Company’s voting equity that were unafiliated with the Acquisition Agreement or the Termination Agreement.

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.01                      Changes in Control of Registrant.

 On October 18, 2012 a change in control of the Registrant took place after the Registrant executed and approved the Rescission Agreement and the Acquisition Agreement to acquire XLRent BV by unanimous vote of the Board of Directors and by the stockholders of the Company holding a majority in interest of the Company’s voting equity that are unafiliated with the Acquisition Agreement or the Termination Agreementmajority at a Special Meeting of the Shareholders held in Columbus, Ohio on October 20, 2012.

 In accordance with the Acquisition Agreement, the Registrant delivered at Closing a ninety five (95%) percent interest in the Registrant in the form of One Hundred Twenty Million (120,000,000) newly issued common shares of the Registrant in the name of Pizza Holding BV whereby after closing the Registrant had a total of approximately One Hundred Twenty Six Million (126,000,000) issued and outstanding shares.

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

 On October 18, 2012 in accordance with the Acquisition Agreement to acquire XL Rent BV, the stockholders of the Company holding a majority in interest of the Company’s voting equity that are unafiliated with the Acquisition Agreement or the Termination Agreement, approved by written consent and the members of the board of directors (the “Board”) of the Company approved by unanimous written consent, (i) the acceptance of resignation of Mr. Richard Fokker and Frans M J van Rijn from their positions as officers and directors of the Company, and (ii) the appointment of Mr. Jerry Gruenbaum as Chief Executive Officer and as the sole member of the Board and Mr. Nathan Lapkin as Chief Financial Officer of the Company.

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 Jerry Gruenbaum is a practicing securities and corporate attorney in New Haven, Connecticut and has been admitted to practice law in various state and federal courts since 1979.   He currently serves as an officer and/or member of the board of directors of various publicly traded companies.  He is the former President and a Chairman of the Board of Directors of a multinational manufacturing publicly traded company with operations in the United States, Hong Kong and the Netherlands.  He is the former CEO and a Chairman of the Board of Directors of a 100 million Euros commercial real estate publicly traded company in the Netherlands.  He worked as a CPA in the tax departments at KPMG Peat Marwick LLP and Arthur Anderson & Co. He has been the CEO and FINOP of First Union Securities, Inc.an SEC licensed securities brokerage firm where he was instrumental in raising over $160 million for various investment ventures. He has served as the Compliance Director for CIGNA Securities, a division of CIGNA Insurance, an SEC licensed securities brokerage firm where he was respnsible for over a thousand brokers in over 100 branch offices throughout the United States.  He has lectured and taught as a member of the faculty at various Colleges and Universities throughout the United States in the areas of Industrial and financial Accounting, taxation, business law, and investments. Attorney Gruenbaum graduated with a B.S. degree from Brooklyn College - C.U.N.Y. Brooklyn, New York; has a M.S. degree in Accounting from Northeastern University Graduate School of Professional Accounting, Boston, Massachusetts; has a J.D. degree from Western New England University School of Law, Springfield, Massachusetts; and an LL.M. in Tax Law from the University of Miami School of Law, Coral Gables, Florida.

 Nathan Lapkin has over fifteen year experience in corporate finance, institutional trading, institutional sales and investment banking.  He currently serves as an officer and/or member of the board of directors of a publicly traded company.  Mr. Lapkin served as President of First Union Securities, Inc. an SEC licensed securities brokerage firm where he was instrumental in raising over $160 million for various investment ventures.  He served as Vice President of Benchmark Securities, Inc. an SEC licensed securities brokerage firm specializing in taking Chinese companies public in the United States.  He is the former President and a member of the Board of Directors of a 100 million Euros commercial real estate publicly traded company in the Netherlands.  He previously worked for Thompson Financial in New York City, and sat on Morgan Stanley's domestic and international trading desks and HSBC's International trading desk. He worked in the domestic U.S. Institutional sales desk at UBS Warburg, where he was given direct responsibility and co-responsibility for large institutional accounts, including several hedge funds.  He previously was employed in the corporate finance department of LensCrafters' Canadian headquarters in Toronto where he was involved in a CDN $20 million sales retail optical chain acquisition, in addition to the capital and operational budgeting. As a financial analyst, Mr. Lapkin wrote the monthly management discussion and analysis used for corporate reporting. Mr. Lapkin graduated with honors from Syracuse University with a Master’s in Business Administration (concentrations in Finance and Statistics) and the University of Manitoba, with a Bachelor in Commerce with concentrations in finance and economics.

Involvement in Certain Legal Proceedings  

           During the past five years no director or executive officer of the company (i) has been involved as a general partner or executive officer of any business which has filed a bankruptcy petition; (ii) has been convicted in any criminal proceeding nor is subject to any pending criminal proceeding; (iii) has been subjected to any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and (iv) has been found by a court, the Commission or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law.

Family Relationships

          Neither Mr. Gruenbaum nor Mr. Lapkin has a family relationship with any of the previous officers or directors of the Company.  Neither Mr. Gruenbaum nor Mr. Lapkin have any direct or indict financial interest in Pizza Holding BV, the majority shareholder or are officers or directors of Pizza Holding BV.

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 On October 25, 2012, the Company filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of the State of Nevada by approval of the directors and shareholders of the Company to change the name of the Company from ACEM Holding, Inc. to XL Rent, Inc. and to increase the authorized number of shares the corporation shall have authority to issue to 210,000,000 having a patr value of $0.001 per share, of which 200,000,000 shares shall be designated as "Common Stock" with a par value of $0.001 per share, and 10,000,000,000 shares shall be designated as "Preferred Stock" with a par value of $0.001 per share.

The designations and the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the shares of each class of stock are as follows:

 A.           PREFERRED STOCK

 The Preferred Stock may be issued from time to time by the Board of Directors as shares of one or more series. The description of shares of Preferred Stock, including any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption shall be as set forth in resolutions adopted by the Board of Directors, and Articles of Amendment shall be filed as required by law with respect to issuance of such Preferred Stock, prior to the issuance of any shares of Preferred Stock.

 The Board of Directors is expressly authorized, at any time, by adopting resolutions providing for the issuance of, dividing of such shares into series or providing for a change in the number of, shares of any Preferred Stock and, if and to the extent from time to time required by law, by filing Articles of Amendment which are effective without Shareholder action to increase or decrease the number of shares included in the Preferred Stock, but not below the number of shares then issued, and to set or change in any one or more respects the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms and conditions of redemption relating to the shares of Preferred Stock. Notwithstanding the foregoing, the Board of Directors shall not be authorized to change the rights of holders of the Common Stock of the Corporation to vote one vote per share on all matters submitted for shareholder action. The authority of the Board of Directors with respect to the Preferred Stock shall include, but not be limited to, setting or changing the following:

 1.the annual dividend rate, if any, on shares of Preferred Stock, the times of payment and the date from which dividends shall be accumulated, if dividends are to be cumulative;

 2.           whether the shares of Preferred Stock shall be redeemable and, if so, the redemption price and the terms and conditions of such redemption;

 3.           the obligation, if any, of the Corporation to redeem shares of Preferred Stock pursuant to a sinking fund;

 4.           whether shares of Preferred Stock shall be convertible into, or exchangeable for, shares of stock of any other class or classes and, if so, the terms and conditions of such conversion or exchange, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;

 5.           whether the shares of Preferred Stock shall have voting rights, in addition to the voting rights provided by law, and, if so, the extent of such voting rights;

 6.           the rights of the shares of Preferred Stock in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Corporation; and

 7.           any other relative rights, powers, preferences, qualifications, limitations or restrictions thereof relating to the Preferred Stock.

 The shares of Preferred Stock of any one series shall be identical with each other in all respects except as to the dates from and after which dividends thereon shall cumulate, if cumulative.

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 B.           COMMON STOCK

 Subject to all of the rights of the Preferred Stock as expressly provide herein, by law or by the Board of Directors pursuant to this Article I, the Common Stock of the Corporation shall possess all such rights and privileges as are afforded to capital stock by applicable law in the absence of any express grant of rights or privileges in the Corporation’s Articles of Incorporation, including, but not limited to, the following rights and privileges:

 1.dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends;

 2.the holders of Common Stock shall have the unlimited right to vote for the election of directors and on all other matters requiring stockholder action, each share being entitled to one vote; and

 3.upon the voluntary or involuntary liquidation, dissolution or winding-up of the Corporation the net assets of the Corporation available for distribution shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

Exhibit Index

Exhibit No.:	Description:
3.1	Certificate of Amendment to Articles of Incorporation as filed on October 25, 2012 with the Secretary of State for the State of Nevada
10.1	Acquisition Agreement to acquire XL Rent BV dated Octover 18, 2012
10.2	Mutual Rescission of Contract Agreement dated October 17, 2012 to terminate the Acquisition Agreement dated December 10, 2011 to acquire Acem Holding AG.

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SIGNATURE

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 thereunto duly authorized.

	ACEM HOLDINGS, INC.
	(Registrant)
Date:  October 25, 2012	By: /s/ JERRY GRUENBAUM
	Jerry Gruenbaum
	Chief Executive Officer and
	Director
	(Duly Authorized Officer)

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EX-3.1

Exhibit 3.1 Amended Articles of Incorporation

ROSS MILLER Secretary of State 204 North Carson Street, Suite 1 Carson City, Nevada 89701-4520 (775) 684-5708 Website: www.nvsos.gov  

Certificate of Amendment    

PURSUANT TO NRS 78.385 AND 78.390)

Certificate of Amendment to Articles of Incorporation

For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1.           Name of corporation:   ACEM HOLDINGS, INC.

2.          The articles have been amended as follows: (provide article numbers, if available)

ARTICLE I

NAME

The name of the Corporation is XL RENT, INC.

ARTICLE V

AUTHORIZED SHARES

The aggregate number of shares which the Corporation shall have the authority to issue is 210,000,000, having a par value of $0.001 per share.

The total number of shares of all classes which the Corporation has authority to issue is 210,000,000, of which 200,000,000 shares shall be designated as “Common Stock” with a par value of $.001 per share, and 10,000,000 shares shall be designated as “Preferred Stock” with a par value of $.001 per share.

The designations and the preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption of the shares of each class of stock are as follows:

A.           PREFERRED STOCK

The Preferred Stock may be issued from time to time by the Board of Directors as shares of one or more series. The description of shares of Preferred Stock, including any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption shall be as set forth in resolutions adopted by the Board of Directors, and Articles of Amendment shall be filed as required by law with respect to issuance of such Preferred Stock, prior to the issuance of any shares of Preferred Stock.

The Board of Directors is expressly authorized, at any time, by adopting resolutions providing for the issuance of, dividing of such shares into series or providing for a change in the number of, shares of any Preferred Stock and, if and to the extent from time to time required by law, by filing Articles of Amendment which are effective without Shareholder action to increase or decrease the number of shares included in the Preferred Stock, but not below the number of shares then issued, and to set or change in any one or more respects the designations, preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms and conditions of redemption relating to the shares of Preferred Stock. Notwithstanding the foregoing, the Board of Directors shall not be authorized to change the rights of holders of the Common Stock of the Corporation to vote one vote per share on all matters submitted for shareholder action. The authority of the Board of Directors with respect to the Preferred Stock shall include, but not be limited to, setting or changing the following:

1. the annual dividend rate, if any, on shares of Preferred Stock, the times of payment and the date from which dividends shall be accumulated, if dividends are to be cumulative;

2.           whether the shares of Preferred Stock shall be redeemable and, if so, the redemption price and the terms and conditions of such redemption;

3.           the obligation, if any, of the Corporation to redeem shares of Preferred Stock pursuant to a sinking fund;

4.           whether shares of Preferred Stock shall be convertible into, or exchangeable for, shares of stock of any other class or classes and, if so, the terms and conditions of such conversion or exchange, including the price or prices or the rate or rates of conversion or exchange and the terms of adjustment, if any;

5.           whether the shares of Preferred Stock shall have voting rights, in addition to the voting rights provided by law, and, if so, the extent of such voting rights;

6.           the rights of the shares of Preferred Stock in the event of voluntary or involuntary liquidation, dissolution or winding-up of the Corporation; and

7.           any other relative rights, powers, preferences, qualifications, limitations or restrictions thereof relating to the Preferred Stock.

The shares of Preferred Stock of any one series shall be identical with each other in all respects except as to the dates from and after which dividends thereon shall cumulate, if cumulative.

B.           COMMON STOCK

Subject to all of the rights of the Preferred Stock as expressly provide herein, by law or by the Board of Directors pursuant to this Article I, the Common Stock of the Corporation shall possess all such rights and privileges as are afforded to capital stock by applicable law in the absence of any express grant of rights or privileges in the Corporation’s Articles of Incorporation, including, but not limited to, the following rights and privileges:

1.dividends may be declared and paid or set apart for payment upon the Common Stock out of any assets or funds of the Corporation legally available for the payment of dividends;

2.the holders of Common Stock shall have the unlimited right to vote for the election of directors and on all other matters requiring stockholder action, each share being entitled to one vote; and

3.upon the voluntary or involuntary liquidation, dissolution or winding-up of the Corporation the net assets of the Corporation available for distribution shall be distributed pro rata to the holders of the Common Stock in accordance with their respective rights and interests.

3.           The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is:  3,945,821.

4.           Officer Signature (Required):

/s/Jerry Gruenbaum

Jerry Gruenbaum

President & Chairman of the Board

EX-10.1

Exhibit 10.1

MUTUAL RESCISSION OF CONTRACT AGREEMENT

This Mutual Rescission of Contract Agreement of mutual rescission of a contract made and entered into this 17th day of October, 2012, (the “Rescission Agreement”) by and between ACEM HOLDINGS, INC. formerly E Med Future, Inc., Nevada corporation [“Acem”] and SIYARHOLDINGAG, a Swiss corporation ("Siyar"), PURE EARTHHOLDINGSLTD,  a Cyprus corporation  ("Pure"),  TOTAL INVEST INTERNATIONALBV, a Netherlands corporation ("Total"),  WISTALSINVESTMENTGROUPAG, a Swiss corporation ("Wistals"), VELAHELEENHOLDINFGGMBH, a Swiss corporation ("Vela"), AVANBUUREN an individual resident in the Netherlands ("van Buuren"), and SECATTORNEYS,LLC a Connecticut limited liability company ("Sec Attorneys") and, collectively the "Parties").

 The Parties hereby mutually acknowledge and agree that:

 Acem entered into an Acquisition Agreement dated December 10, 2011 (the “Acquisition Agreement”) which is attached and marked Exhibit A with the Sellers to acquire ACEM HOLDING AG, a Swiss company ACEM HOLDING AG is a Swiss company which owns all of the shares of ACEM MADENCIHLIK LTD a Turkish company that acquired from the Turkish state authorities a permit to mine in the county of Merkez, in the north of the village Azikan (Yazibasi) a surface of 490 hectors for the exploration of manganese ore.

 1.The Parties have been unable to date to consummate the Acquisition Agreement as a result of a dispute and have reached a complete impasse.

 2. The Parties to that Acquisition Agreement and to this Rescission Agreement wish to rescind that Acquisition Agreement.

 Therefore, in consideration of the mutual covenants of the Parties, the Parties hereby rescind the aforementioned Acquisition Agreement effective as of this day first written above.  This Rescission Agreement shall be binding upon the Parties, their successors, assigns and personal representatives.  None of the Parties shall have any further rights or duties thereunder.

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This agreement shall be enforced under the laws of the State of Connecticut.  This is the entire agreement.

	E MED FUTURE, INC.
By:	/s/Riched Fokker
	M.C. (Richard) Fokker, CEO & Director
	SIYAR HOLDING AG
By:	/s/Riched Fokker
	M.C. (Richard) Fokker, Managing Director
	PURE EARTH HOLDINGS LTD
By:	/s/Monterey Exec. LTD
	Monterey Exec. LTD
	TOTAL INVEST INTERNATIONAL BV
By:	/s/J.M. Erkelens
	J.M. Erkelens
	WISTALS INVESTMENTS GROUP AG
By:	/s/E.B.H.G. Meijers
	E.B.H.G. Meijers
	VELAHELEEN HOLDING GMBH
By:	/s/Richard Fokker
	M.C. (Richard) Fokker, Managing Director
	/s/J.M. Erkelens
	Avan Buure
	Signed by J.M. Erkelens by power of Attorney

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	SEC ATTORNEYS, LLC
By:	/s/Jerry Gruenbaum
	Jerry Gruenbaum, Esq.
	The Company
	ACEMMADENCICHLIK LTD
By:	/s/Riched Fokker
	M.C. (Richard) Fokker, Managing Director
	ESCROW AGENT
By:	/s/Jerry Gruenbaum
	Jerry Gruenbaum, Esq.

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EX-10.2

ACQUISITION AGREEMENT

This Acquisition Agreement (“Agreement”) made this 18th day of October, 2012 among ACEM HOLDINGS, INC., a Nevada corporation (“Buyer”), and PIZZA HOLDING, BV, a Netherlands corporation (“Seller”).

RECITALS;

Seller owns all the shares of XL RENT BV a Dutch limited liability company (“the Company”) which owns all of the shares of RPRENTAL INVEST SLU a Spanish limited liability company that leases rental cars to rental car agencies under a short term lease arrangement.

Seller own and desire to sell all of the issued and outstanding shares of the Company, and Buyer desires to purchase, all of the issued and outstanding shares of the Company (the “Shares”) from Seller, for the consideration and on the terms set forth in this Agreement.

NOW, THEREFORE, WITNESSETH, that for and in consideration of the premises and of the mutual promises and covenants hereinafter set forth, the parties hereto agree as follows:

A.           PURCHASE AND PAYMENT

1.           Sale and Transfer of Shares.

Subject to the terms of this Agreement, at Closing as those terms are hereinafter defined, Seller will sell and transfer the Share to Buyer, and Buyer will purchase the Shares from Seller.

2.           Purchase Price.

Buyer will deliver at Closing a ninety five (95%) percent interest in Buyer in the form of One Hundred Twenty Million (120,000,000) newly issued common shares of Buyer shares in the name of the Seller (the "Acem Shares") whereby after closing Buyer shall have a total of One Hundred Twenty Six Million (126,000,000) issued and outstanding shares.

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B.           REPRESENTATIONS AND WARRANTIES OF SELLER AND COMPANY

Seller and Company hereby represent and warrant to Buyer that, as of the date hereof, the following statements are true and correct, except as to statements in Sections B.2 and B.3 which are made only by Seller who own the Shares with respect to which the statement is made.

1.           Corporate Status.

Company is (a) duly organized, validly existing and in good standing under the laws of the Netherlands; (b) has full corporate power to own all of its properties and carry on its business as it is now being conducted; and (c) is qualified to do business in each of the jurisdictions in which it operates and the character of the properties owned by Company or the nature of the business transacted by Company does not make qualification necessary in any other jurisdiction or jurisdictions.

2.           Authority to Sell.

Seller has full right, power and authority to sell, transfer and deliver the Shares owned by such Seller to Buyer in accordance with the terms of this Agreement, and otherwise to consummate and close the transaction provided for in this Agreement in the manner and upon the terms herein specified.

3.           Ownership of Shares.

All of the Shares of Company are owned by Pizza Holding BV.  Seller holds such Shares free and clear of all liens, claims, debts, encumbrances and assessments, and any and all restrictions as to sale, assignment or transferability thereof.  Seller has full right, power and authority to sell, transfer and deliver Shares owned by the Seller and the certificates therefor, sold hereunder, to Buyer in accordance with the terms of this Agreement, and otherwise to consummate and close the transaction provided for in this Agreement in the manner and upon the terms herein specified.

C           REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby warrants and represents to Seller and Company that, as of the date hereof, the following statements are true and correct.

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1.           Corporate Status.

Buyer is a duly organized, validly existing and will be in good standing under the laws of the State of Nevada on the date of Closing.

3.           Assets and Liabilities.

3.1           Assets

At closing Buyer shall have no assets.

3.2           Liabilities

At closing Buyer shall have no liabilities other those owed to governmental agencies including the U.S. Internal Revenue Service.

4.           Capital Structure.

Buyer (a) is authorized by its charter and applicable law to issue Two Hundred Million (200,000,000) Common Stock, $0.001 par value of which after the approval and execution of the Mutual Rescission of Contract Agreement attached hereto as Exhibit A and incorporated by reference herein, there shall be Four Million Two Hundred Fifty One Thousand Three Hundred Forty Two (4,251,342) Common Stock $0.001 par value are issued and outstanding among approximately Nine Hundred Eighty Four (984) shareholders all of which such shares are fully paid and non-assessable; (b) does not have authorized, issued or outstanding any preferred shares, subscription, option, warrant, conversion or other rights to the issuance or receipt of shares of its capital stock except as set forth herein; (c) has all voting rights vested exclusively in the presently issued and outstanding capital stock; and (e) does not have any outstanding bonds, debentures or other similar evidences of indebtedness.

5.           Litigation.

Buyer is not a party to any pending or to its knowledge threatened suit, action, proceeding, prosecution or litigation nor to the knowledge of Buyer is there any threatened or pending governmental investigation involving Buyer or any of its operations, including inquiries, citations or complaints by any federal, state or local administration or agency.

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6.           Truth of Representation.

No representation by Buyer made in this Agreement and no statement made in any certificate or schedule furnished in connection with the transaction herein contemplated contains or will contain any knowingly untrue statement of a material fact or knowingly omits or will omit to state any material fact reasonably necessary to make any such representation or any such statement not misleading to a prospective purchaser of the Buyer Shares.

D.           ADDITIONAL CONDITIONS

All obligations under this Agreement are subject to the fulfillment of each of the following conditions, in addition to the fulfillment of any and all other conditions set forth in this Agreement:

1.           Appoint of new Transfer Agent.

Buyer shall appoint Action Stock Transfer Corp. of Salt Lake City, Utah as the new transfer agent of Buyer.

2.           Amend the Articles of Incorporation of Acem.

Buyer shall amend its Articles of Incorporation by approving a change of name from Acem Holdings, Inc. to XL Rent Holdings, Inc.

3.           Corporate Action.

Prior to the Closing Date, the Shareholders and Board of Directors of the Company shall have duly adopted resolutions to the same effect with respect to the aforesaid matters.

4.           Directors and Executive Officers.

At Closing, Richard Fokker shall resign, and Jerry Gruenbaum shall be elected to the Board of Directors and serve as its Chief Executive Officer and Nathan Lapkin shall be elected to the Board of Directors and serve as its Chief Financial Officer.

E.           CLOSING

The closing under this Agreement (the "Closing") and all deliveries hereunder shall take place at the office of the SEC Attorneys, LLC, 116 Court Street, Suite 707, New Haven, C^ 06511, on October 30, 2012 or such other date as shall be agreed upon by all the parties ("the Closing date").

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F.           POST CLOSING PROVSIONS

After Closing in accordance with Paragraph F above, Buyer will do the following:

1.           Audits.

After closing Buyer will engage the PCAOB auditing firm of Malone & Bailey PC of Houston, Texas to complete the audit of Buyer for December 31, 2008, the reviews for March 31, 2009, June 30, 2009, and September 30, 2009, the audit for December 31, 2009, the reviews for March 31, 2010, June 30, 2010, and September 30, 2010, the audit for December 31, 2010, the reviews for March 31, 2011, June 30, 2011, and September 30, 2011, the audit for December 31, 2011, and the reviews for March 31, 2012, June 30, 2012, and September 30, 2012.

2.           SEC Filings.

After closing Buyer will prepare and file the Form 8-K notifying the Sec of the completion of the acquisition and file upon the completion of the required financial statements by its auditors the Form 10-K for December 31, 2008, the Forms 10-Q for March 31, 2009, June 30, 2009, and September 30, 2009, the Form 10-K for December 31, 2009, the Form 10-Q for March 31, 2010, June 30, 2010, and September 30, 2010, the Form 10-K for December 31, 2010, the Form 10-Q for March 31, 2011, June 30, 2011, and September 30, 2011, the Form 10-Q for December 31, 2011, the Form 10-Q for March 31, 2012, June 30, 2012, and September 30, 2012.

3.           FINRA Filings.

After closing Buyer will obtain a new Symbol from FINRA, Buyer shall file a Form 15c-211 to become trading on the OTC Bulletin Board.

G.           GENERAL PROVISIONS

1.           Survival of Representations, Warranties and Covenants.

Unless otherwise expressly provided herein, the representations, warranties, covenants, indemnities and other agreements herein contained shall be deemed to be continuing and shall survive the consummation of the transactions contemplated by this Agreement.

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2.           Diligence.

The parties hereto agree that each shall with reasonable diligence proceed to take all action which may be reasonably required to consummate the transaction herein contemplated.

3.           Waivers.

Each party hereto may:

3.1           Extend the time for performance of any of the obligations of the other party;

3.2           Waive in writing any inaccuracies in representations and warranties made to it contained in this Agreement or any schedule hereto or any certificate or certificates delivered by any of the other parties pursuant to this Agreement; and

3.3           Waive in writing the failure of performance of any of the agreements, covenants, obligations or conditions of the other parties herein set forth, or alternatively terminate this Agreement for such failure.

4.           Non-Waiver.

The waiver by any party hereto of any breach, default, inaccuracy or failure by another party with respect to any provision in this Agreement or any schedule hereto shall not operate or be construed as a waiver of any other provision thereof or of any subsequent breach thereof.

5.           Further Assurances.

Each party hereto agrees to execute such further documents or instruments, requested by the other party, as may be reasonably necessary or desirable to effect the purposes of this Agreement and to carry out its provisions, at the expense of the party requesting the same.

6.           Entire Agreement.

This Agreement constitutes a complete statement of all the arrangements, understandings and agreements between the parties, and all prior memoranda and oral understandings with respect thereto are merged in this Agreement. There are no representations, warranties, covenants, conditions or other agreements among the parties except as herein specifically set forth, and none of the parties hereto shall rely on any statement by or on behalf of the other parties which is not contained in this Agreement.

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7.           Governing Law.

Irrespective of the place of execution or performance of this Agreement, it shall be governed by and construed in accordance with the laws of the State of Nevada applicable to contracts made and to be performed in the State of Nevada, and cannot be changed, modified, amended or terminated except in writing, signed by the parties hereto.

8.           Benefit and Assignability.

This Agreement shall bind and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns, provided, however, that this Agreement cannot be assigned by any party except by or with the written consent of the others.  Nothing herein expressed or implied is intended or shall be construed to confer upon or to give any person, firm or corporation other than the parties hereto and their respective legal representatives, successors and assigns any rights or benefits under or by reason of this Agreement.

9.           Approval of Counsel.

The form of all legal proceedings and of all papers and documents used or delivered hereunder, shall be subject to the approval of counsels to Buyer, Company and Seller.

10.           Costs.

Company shall bear the costs and expenses of the transaction.

11.           Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.

12.           Notices.

Any notices and other communications under this Agreement shall be in writing and shall be considered given if delivered personally or mailed by certified mail to the party, for whom such notice is intended, at the address indicated below (or at such other address as such party may specify by notice to the other parties hereto).

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Seller:

Pizza Holding BV

Lange Stammerdijk 31

1109 BL Amsterdam

Officer: Mrs. B.J. Groenhout

Buyer:

Acem Holdings, Inc.

116 Court Street, Suite 707

New Haven, CT 06511

Attn: Jerry Gruenbaum, Esq.

13.           Headings.

The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

14.           Further Action.

Any further action required or permitted to be taken under this Agreement, including giving notices, executing documents, waiving conditions, and agreeing to amendments or modifications, may be taken on behalf of a party by its Board of Directors, its President or any other person designated by its Board of Directors, and when so taken shall be deemed the action of such party.

IN WITNESS WHEREOF, the parties hereto have respectively executed this Agreement the day and year first above written.

BUYER

Acem Holdings, Inc.

By: /s/ Richard Fokker_____________________

M. C. (Richard) Fokker, Chief Executive Officer

& Director

SELLER

Pizza Holding BV

By: /s/B.J. Groenhout____________________

Mrs. B. J. Groenhout, Managing Director

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