ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT We are a party to that certain Securities Purchase Agreement (the "Agreement") by and among ourselves, certain of our shareholders (the "Selling Shareholders") owning an aggregate of 27,000,000 shares (approximately 51.7%) of our common stock (the "Sold Stock") and Anton Lin ("Lin") dated January 23, 2014 . Pursuant to the Agreement, Lin purchased the Sold Stock for $27,000 (the "Purchase Price") from the Selling Shareholders in a private sale transaction (the "Private Sale"). The Selling Shareholders are Thomas Hynes ("Hynes"), our sole officer and director, and Nina Bijedic ("Bijedic") - our corporate secretary. The parties also entered into an Escrow Agreement providing for an escrow agent to receive and distribute the Sold Stock and the Purchase Price pursuant to the terms of the Agreement. Pursuant to the Agreement, Hynes and Bijedic, submitted their resignations from all positions held with us; prior to the closing of the Private Sale, our Board of Directors appointed Lin as our sole director and Chief Executive Officer, which appointments shall be effective after the closing of the Private Sale. The Agreement contains representations and warranties, and covenants by the Company, the Selling Shareholders and Lin which are customary for transactions of this type such as, with respect to the Company: organization, good standing and qualification to do business; capitalization; subsidiaries, authorization and enforceability of the transaction and transaction documents; valid issuance of stock, consents being obtained or not required to consummate the transaction; litigation; compliance with securities laws; and no brokers used, and with respect to the Selling Shareholders: authorization and ownership; and with respect to Lin: authorization, accredited investor status and investment intent. ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES To the extent required by Item 3.02 of Form 8-K, the information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. The information contained in this Current Report on Form 8-K is not an offer to sell or the solicitation of an offer to buy the Company's common stock or any other securities of the company, but merely included to disclose the terms of the transaction mentioned herein. The foregoing description of the Agreement and Escrow Agreement (collectively, the "Transaction Documents") does not purport to be complete and is qualified in its entirety by reference to the Form of Agreement and Escrow Agreement, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and incorporated by reference herein. The Transaction Documents have been attached as exhibits to this Current Report on Form 8-K solely in order to provide investors and security holders with information regarding their terms. It is not intended to provide any other financial information about the Company or its subsidiaries and affiliates. The representations, warranties and covenants contained in the Transaction Documents were made only for purposes of that agreement and as of specific dates, are solely for the benefit of the parties to the Transaction Documents, may be subject to limitations agreed upon by the parties thereto and may be subject to standards of materiality applicable to the parties thereto that differ from those applicable to investors. Investors should not rely on the representations, warranties or covenants or any description 2 thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Transaction Documents, which subsequent information may or may not be fully reflected in public disclosures by the Company.
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