Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. ____)*
(Name of
Issuer)
Common
Stock, par value $.001
(Title of
Class of Securities)
(CUSIP
Number)
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Alex
Li
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Robert
Newman, Esq.
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No.
6, JieFangNan Lu, HeXi District
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The
Newman Law Firm PLLC
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TianJin,
China 300000
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44
Wall Street, 20th Floor
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(86)
22-25763415
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New
York, NY 10005
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(212)
248-1001
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(Name,
Address and Telephone Number of Persons Authorized to
Receive
Notices and Communications)
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be
deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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CUSIP
No. 860261106
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13D
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Page 2 of
5
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1
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Names
of Reporting Persons.
Alex
Li
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2
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Check
the Appropriate Box if a Member of a Group (See Instructions)
(a) o
(b) o
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3
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SEC
Use Only
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4
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Source
of Funds (See Instructions)
PF
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5
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or
2(e) o
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6
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Citizenship
or Place of Organization
People’s
Republic of China
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Number
of Shares Beneficially Owned by Each Reporting Person With
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7
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Sole
Voting Power
2,000,000
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8
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Shared
Voting Power
-0-
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9
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Sole
Dispositive Power
2,000,000
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10
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Shared
Dispositive Power
-0-
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11
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Aggregate
Amount Beneficially Owned by Each Reporting Person
2,000,000
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12
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
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13
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Percent
of Class Represented by Amount in Row (11)
77.04%(1)
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14
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Type
of Reporting Person
IN
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1. Based
on 2,596,000 shares of common stock, par value $.001, of the Issuer outstanding
as of July 13, 2010.
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CUSIP
No. 860261106
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13D
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Page 3 of
5
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Item
1. Security and Issuer
This
Schedule 13D relates to the common stock, par value $.001 per share (the “Common
Stock”), of Stevens Resources, Inc., a Nevada corporation (the “Issuer”). The
address of the principal executive offices of the Issuer is: No. 6,
JieFangNan Lu, HeXi District, TianJin, China 300000.
Item
2. Identity and Background
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(a)
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This
statement is being filed by Alex Li (the “Reporting
Person”).
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(b)
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The
business address of the Reporting Person is: No. 6, JieFangNan
Lu, HeXi District, TianJin, China
300000
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(c)
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The
Reporting Person is a consultant and the President and sole director of
the Issuer.
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(d)
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The
Reporting Person has not, during the last five years, been convicted of a
criminal proceeding (excluding traffic violations or similar
misdemeanors).
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(e)
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The
Reporting Person has not, during the last five years, been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
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(f)
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The
Reporting Person is a citizen of the People’s Republic of
China.
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In
accordance with the terms and provisions of an agreement for the sale and
purchase of securities of the Issuer (the “Agreement”), the Reporting Person
acquired 2,000,000 shares of Common Stock on July 13, 2010, from Mr. Justin
Miller, the Issuer’s prior President and sole director, in a private transaction
intended to be exempt from registration under the Securities Act of 1933, as
amended, for an aggregate consideration of $40,000. The source of funds used by
the Reporting Person was personal funds.
Item
4. Purpose of Transaction
The
Reporting Person acquired the shares of Common Stock as described in Item 3 for
investment purposes. The Reporting Person may acquire or dispose of securities
of the Issuer from time to time, both from private transactions and public
markets, subject to and depending upon prevailing market conditions for such
securities. The Reporting Person has no current plans or proposals that relate
to or would result in any of the actions specified in clauses (a) through (j) of
Item 4 of Schedule 13D.
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(a)
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See
Items 11 and 13 of the cover page to this Schedule 13D for the aggregate
number and percentage of Common Stock beneficially owned by the Reporting
Person.
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(b)
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See
Items 7 through 10 of the cover page to this Schedule 13D for the number
of shares of Common Stock beneficially owned by the Reporting Person as to
which there is sole power to vote or to direct the vote, shared power to
vote or to direct the vote, sole power to dispose or to direct the
disposition and shared power to dispose or to direct the
disposition.
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(c)
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As
of the filing of this Schedule 13D, and within the sixty day period prior
thereto, the Reporting Person has not engaged in any transaction involving
the Common Stock of the Issuer other than as disclosed in Items 3 and 4 of
this Schedule 13D.
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Other
than as disclosed herein, the Reporting Person does not have any contract,
arrangement, understanding or relationship (legal or otherwise) with respect to
any securities of the Issuer including, but not limited to, transfer or voting
of any of the securities, finder’s fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies. The Reporting Person has not pledged
any securities of the Issuer nor does the Reporting Person hold any securities
of the Issuer subject to a contingency, the occurrence of which would give
another person voting power or investment power over such
securities.
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CUSIP
No. 860261106
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13D
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Page 4 of
5
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Item 7. Material to be Filed as Exhibits
The
Issuer canceled 18,000 shares of its common stock effective July 7, 2010,
reducing the total number of shares of its common stock issued and outstanding
to 2,596,000. The Majority Stock Purchase Agreement, dated July 13, 2010,
between Justin Miller and Alex Li attached hereto as Exhibit A does not reflect
this reduction in shares outstanding.
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Exhibit
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Description
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Exhibit
A
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Majority
Stock Purchase Agreement, dated July 13, 2010, between Justin Miller and
Alex Li
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CUSIP
No. 860261106
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13D
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Page 5 of
5
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
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By:
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/s/
Alex Li
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Name:
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Alex
Li
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MAJORITY STOCK PURCHASE
AGREEMENT
MAJORITY STOCK PURCHASE
AGREEMENT, dated as of July 13, 2010 (this "Agreement"), by and
between Justin Miller (“Majority
Stockholder”), residing at 1818 W. Francis, Suite 196, Spokane, WA 99205,
and Alex Li (“Purchaser”) residing
at No. 6, JieFangNan Lu, HeXi District, TianJin, People’s Republic of
China.
WITNESSETH:
WHEREAS, Majority Stockholder
is the owner of 2,000,000 shares of common stock, par value $.001 per share (the
“Shares”), of
Stevens Resources, Inc. (“ Company”), a Nevada
corporation with its principal executive office located at 1818 West Francis,
Suite 196 Spokane, WA 99205 and
WHEREAS, Majority Stockholder
desires to sell, and Purchaser desires to purchase, all of the Shares on the
terms and conditions set forth herein;
NOW, THEREFORE, in
consideration of premises and the mutual representations, warranties, agreements
and indemnities herein contained and other good and valuable consideration, the
receipt and sufficiency of which is hereby mutually acknowledged, the parties
agree as follows:
Subject
to the terms and conditions herein stated, Majority Stockholder hereby agrees to
sell, assign, transfer and deliver to Purchaser on the Closing Date, and
Purchaser hereby agrees to purchase from Majority Stockholder on the Closing
Date, all right, title and interest of Majority Stockholder in and to the Shares
for a total purchase price of $40,000 (the “Purchase
Price”).
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2.
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Payment of
Consideration
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In
furtherance of the consummation of the transactions contemplated hereby,
Purchaser shall (a) pay the Purchase Price by wire transferring such amount in
immediately available funds to Majority Stockholder’s designated account
simultaneously with the execution and delivery of this Agreement, and (b)
Majority Stockholder shall deliver (i) the stock certificate(s) representing the
Shares, accompanied by instruments of transfer duly executed in blank, medallion
guaranteed, simultaneously with the execution and delivery of this Agreement and
(ii) all of the books and records of Company.
The
consummation of the transactions contemplated by this Agreement (the “Closing”) shall take
place on or before July 13, 2010 (the “Closing
Date”). Should Purchaser fail to wire transfer or deliver a
check in the amount of $40,000 the Majority Stockholder’s designated accounts by
2:30 pm EDT on said date, this agreement and all related agreements will
terminate unless such date is extended in writing by both parties.
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4.
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Representations and
Warranties
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4.1 By Majority
Stockholder. Majority Stockholder represents and warrants as
follows and acknowledges that Purchaser is relying upon such representations and
warranties in connection with the purchase by Purchaser of the
Shares:
a. The
authorized capital stock of Company consists of 75,000,000 shares of common
stock and no shares of preferred stock; and of such authorized capital, only
2,614,000 shares of common stock (inclusive of the Shares) have been duly issued
and are outstanding and are fully paid and non-assessable;
b.
Company is a corporation duly incorporated, validly existing and in good
standing under the laws of the State of Nevada;
c. No
person, corporation or other entity has any agreement, option or warrant, or any
right or privilege (whether by law, pre-emptive or contractual, or whether by
means of any exercise, conversion or other right or action) which has the effect
of or is capable of becoming an agreement, option or warrant, for the purchase
from Company of any securities (including convertible securities) of
Company;
d. All
of the Shares are owned by Majority Stockholder as the registered and beneficial
owner of record, with good and marketable title thereto, free and clear of all
mortgages, liens, charges, security interests, adverse claims, pledges,
encumbrances, restrictions and demands whatsoever (other than restrictions
imposed by federal or state securities laws);
e. No
person, corporation or other entity (other than Purchaser pursuant to this
Agreement) has any agreement, option or warrant, or any right or privilege
(whether by law, pre-emptive or contractual, or whether by means of any
exercise, conversion or other right or action) which has the effect of or is
capable of becoming an agreement, option or warrant, for the purchase of any of
the securities of the Company;
f. Neither
Majority Stockholder nor Company is party to, bound or affected by or subject to
any indenture, mortgage, lease, agreement, instrument, charter or by-law
provision, statute, regulation, order, judgment, decree or law which would be
violated, contravened or breached by, or under which any default would occur as
a result of, the consummation of the transactions provided for
herein;
g. Majority
Stockholder has all requisite power and authority to execute, deliver and
perform her obligations under this Agreement; the execution, delivery and
performance of this Agreement by Majority Stockholder has been duly authorized
by all necessary action on the part of Majority Stockholder; and this Agreement
constitutes the legal, valid and binding obligation of Majority Stockholder,
enforceable against him in accordance with its terms;
h. None
of the reports, notices, statements and other filings made by Company with the
Securities and Exchange Commission (the “SEC Documents”)
contained any untrue statement of a material fact or omitted to state a material
fact necessary in order to make the statements contained therein not
misleading. Nothing has occurred with respect to which the Company
would be required to file any current report on Form 8-K other than has already
been reported. The balance sheets and statements of income, changes
in financial position and stockholders’ equity contained in any of the SEC
Documents have been prepared in accordance with generally accepted accounting
principles applied on a basis consistent with prior periods (and, in the case of
unaudited financial information, on a basis consistent with year-end audits);
and without limitation of the foregoing, Company has no liabilities,
fixed or contingent, known or unknown, except to the extent reflected in such
financial statements or thereafter incurred in the ordinary course of
business;
i. The
transfer of the Shares as contemplated herein is not restricted by any State or
Federal securities law and such transfer is permitted under Section 4(2) of the
Securities Act of 1933, as amended.
j. Company
has not been informed that its shares of common stock fail to qualify or will be
delisted from the OTC Bulletin Board. Since September 9, 2009, (i) the business
of Company has been operated in the ordinary course, (ii) there has
been no material adverse change in the financial condition, operations or
business of Company from that reflected in the aforesaid financial
statements, and Company has not incurred any material obligation or
liability except in the ordinary course of business, and (iii) there has not
been any (A) declaration, setting aside the payment of any dividend or other
distribution with respect to the capital stock of Company, (B) direct
or indirect redemption, purchase or other acquisition by Company of any of its
capital stock, or (C) increase in the rate of salary or compensation paid or
payable by Company to Majority Stockholder or any other officer, director or
employee of Company. Company is not in default of any of its
obligations (including, but not limited to, all leases to
which Company is a party or by which Company is bound,
whether for realty or personalty);
k.
Company has, to the date hereof, filed all tax returns and paid or made adequate
reserve on its books for all taxes, assessments and other impositions as and to
the extent required by law;
l.
Company is in compliance in all material respects with all laws, statutes,
regulations, rules and ordinances applicable to the conduct of its business, and
has in full force and effect all licenses, permits and other authorizations
required for the conduct of its business as presently constituted;
m.
Company does not own any real estate or any interest therein, and Majority
Stockholder has previously delivered to Purchaser true and complete copies of
all leases respecting real estate to which Company is a party or by
which Company may be bound;
n.
Company maintains, has in full force and effect, and has paid all premiums in
respect of insurance covering its business and assets against such hazards and
in such amounts as are normal and customary for similar businesses of similar
size in the locality;
o.
Company is not a party to or bound by any collective bargaining agreement,
employment agreement, consulting agreement or other commitment for the
employment or retention of any person;
p.
Company does not maintain and is not required to make any contributions to any
pension, profit-sharing, retirement, deferred compensation or other such plan or
arrangement for the benefit of any employee, former employee or other
person;
q. there
is no past, pending or threatened litigation, arbitration, administrative
proceeding or other legal action or proceeding against or relating to Company’s
business or Majority Stockholder;
r. the
Company is in compliance with the applicable provisions of the Sarbanes-Oxley
Act of 2002 and the rules and regulations promulgated thereunder;
s. The
Majority Stockholder shall cooperate with the Company and the Purchaser if such
cooperation is reasonable necessary for the Company to draft and file its next
quarterly and/or annual reports;
t. Company
has the valid right to utilize all trade names and other intellectual property
utilized in its business, and has not received notice of any claimed
infringement of such intellectual property with the rights or property of any
other person; and
u. Neither
Majority Stockholder nor Company has any knowledge of any fact, event,
circumstance or condition that would materially impair Company’s
ability to continue its normal operations as heretofore conducted (other than
general, industry-wide conditions);
4.2 By Purchaser. Purchaser
represents and warrants as follows and acknowledges that Majority Stockholder is
relying upon such representations and warranties in connection with the sale by
Majority Stockholder of the Shares:
a. Purchaser
has all requisite power and authority to execute, deliver and perform his
obligations under this Agreement; the execution, delivery and performance of
this Agreement by Purchaser has been duly authorized by all necessary action on
the part of Purchaser; and this Agreement constitute the legal, valid and
binding obligation of Purchaser, enforceable against Purchaser in accordance
with its terms;
b. Purchaser
is not a party to, bound or affected by or subject to any indenture, mortgage,
lease, agreement, instrument or charter provision, statute, regulation, order,
judgment, decree or law which would be violated, contravened or breached by, or
under which any default would occur as a result of, the consummation of the
transactions provided for herein; and
c. Purchaser
is purchasing the Shares for its own account for investment purposes, and not
with a view to the distribution thereof in violation of any applicable
securities laws.
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5
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Survival
of Representations and
Warranties
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5.1 Majority Stockholder. The
representations and warranties of Majority Stockholder contained in this
Agreement, or any agreement, certificate or other document delivered or given
pursuant to this Agreement, shall survive the consummation of the transactions
contemplated by this Agreement and, notwithstanding such completion or any
investigation made by or on behalf of Purchaser, shall continue in full force
and effect for the benefit of Purchaser and any claim in respect thereof shall
be made in writing:
a. with
respect to representations and warranties of Majority Stockholder, relating to
matters other than tax matters for a period of 18 months after the Closing
Date;
b. with
respect to representations and warranties of Majority Stockholder, relating to
tax liability or other tax matters, within the period commencing on the Closing
Date and expiring on the date on which the last applicable limitation period
(without giving effect to any voluntary extension(s) hereafter granted by or on
behalf of Company) under any applicable taxation legislation expires with
respect to any fiscal year of Company which is relevant in determining any
relevant tax liability of Company; and
c. any
claim for Loss or any liability of Company arising from the conduct of the
business of Company prior to the Closing Date shall survive the
Closing.
5.2 Purchaser. The representations
and warranties of Purchaser contained in this Agreement, or any agreement,
certificate or other document delivered or given pursuant to this Agreement,
shall survive the completion of the transactions contemplated by this Agreement
and, notwithstanding such completion or any investigation made by or on behalf
of Majority Stockholder, shall continue in full force and effect for the benefit
of Majority Stockholder and any claim in respect thereof shall be made in
writing for a period of 18 months after the Closing Date.
5.3 General. The provisions of
this Section 5 respecting the expiration of claims periods is expressly subject
to Section 8.3 hereof.
6.1 Transfer. Once
$40,000 is received into Majority Stockholder’s designated accounts by wire
transfer, this Agreement will operate as an immediate and effective transfer of
the shares by Majority Stockholder to Purchaser as of the Closing
Date. The parties agree to do all such other acts and things as may
be necessary to give effect to the provisions hereof, and without limiting the
generality of the foregoing, to validly and effectively transfer the Shares from
Majority Stockholder to Purchaser as at the Closing Date, and to disclose the
resulting change in control of Company in a current report on Form 8-K to be
filed with the SEC following the Closing. Once the Purchase Price has
been received into to Majority Stockholder’s designated account, this Agreement
will constitute, and may be presented to Company and its transfer agent and
registrar as, Majority Stockholder’s irrevocable authorization to transfer the
record ownership of the Shares to Purchaser on the stock transfer ledger of
Company.
7.1 Majority
Stockholder shall resign as the Chief Executive Officer, Chief Financial
Officer, President and a member of the Board of Directors of Company at the
Closing; provided, however, that if the Company determines that Schedule 14 F-1
is required to be filed with the Securities and Exchange Commission (the “SEC”),
then she director shall remain and resign effective 10 days after the Company’s
Schedule 14 f-1 is filed with the SEC and disseminated to the Company’s
shareholders.
7.2 Each
of Majority Stockholder and Purchaser shall take or cause to be taken all
necessary or desirable actions, steps and corporate proceedings to approve or
authorize the transactions contemplated by this Agreement and the execution and
delivery of this Agreement and other agreements, understandings and documents
contemplated hereby, and shall cause all necessary meetings of directors and
stockholders to be held for such purpose.
7.3 Majority
Stockholder agrees to assume and be liable for any and all liabilities and
obligations of Company, and any of its affiliates of any kind or nature, whether
absolute, accrued, contingent or otherwise, or whether due or to become due,
arising out of or in connection with the operation of the business of Company
prior to the Closing Date and indemnify Company against any Loss (as defined
below) in connection therewith including, without limitation, a claim of
trademark infringement.
7.4 At
the Closing Majority Stockholder shall deliver a schedule of all liabilities as
of the Closing Date of the Company together with the name of the creditor and
wiring instructions. Such schedule shall constitute a full and
complete list of the Company’s liabilities. Such liabilities shall be
paid out of the Purchase Price at the Closing.
7.5 Majority
Stockholder hereby irrevocably appoints Timothy S. Orr, (the “Agent”) with an
address at: 4328 West Hiawatha Dr, Spokane, WA 99208-4904 as his attorney upon
whom may be served any notice, process or pleading any action or proceeding
against her arising out of, or in connection with, this Agreement; and Majority
Stockholder does hereby consent that any such action may be commenced in any
court of competent jurisdiction with venue within the city of New York, New York
as so designated by service of process upon the Agent with the same effect as if
Majority Stockholder resided in the city of New York, New York and have been
served lawfully with process in New York.
7.6 Purchaser
hereby irrevocably appoints Robert Newman, Esq., (the “Agent”) 44 Wall Street,
20th
Floor, New York, NY 10005 as his attorney upon whom may be served any notice,
process or pleading any action or proceeding against his arising out of, or in
connection with, this Agreement; and Purchaser does hereby consent that any such
action may be commenced in any court of competent jurisdiction with venue within
the city of New York, New York as so designated by service of process upon the
Agent with the same effect as if Purchaser resided in the city of New York, New
York and have been served lawfully with process in New York.
7.7 Except
for any Form 3, 4 or 5 to be filed on behalf of the Seller, the Purchaser hereby
agrees that it shall cause the Company file any and all necessary reports with
the SEC, including but not limited to any Schedule 13D or Form 8-K.
8.1 Each
party hereto agrees to indemnify and hold harmless the other party from and in
respect of any cost, claim, loss, damage, liability or expense which such other
party may suffer or incur, whether at law or in equity, arising out, resulting
from a breach of this Agreement or in connection with the inaccuracy of any
representation or warranty contained herein, for the time periods provided in
Section 5.1 hereof.
8.2 No
claim for indemnification will arise until written notice thereof is given to
the party from whom indemnification is sought or claimed (the “Indemnitor”). Such
notice shall be sent within a reasonable time following the determination by the
party seeking indemnification (the "Indemnitee") that a
claim for indemnity may exist. In the event that any legal proceedings shall be
instituted or any claim or demand is asserted by any third person in respect of
which either party may seek any indemnification from the other party, the
Indemnitee shall give or cause to be given to the Indemnitor written notice
thereof and the Indemnitor shall have the right, at its option and expense, to
be present at the defense of such proceedings, claim or demand, but not to
control the defense, negotiation or settlement thereof, which control shall at
all times remain with the Indemnitee, unless the Indemnitor irrevocably
acknowledges full and complete responsibility for indemnification of the
Indemnitee in respect of the subject claim, in which case the Indemnitor may
assume such control through counsel of its choice; provided, however, that no
settlement shall be entered into without the Indemnitee's prior written consent
(which shall not be unreasonably withheld). The parties agree to cooperate fully
with each other in connection with the defense, negotiation or settlement of any
such third party legal proceeding, claim or demand.
8.3 Notwithstanding
anything in this Agreement to the contrary, the indemnity provided for in this
Section 8 shall apply to any loss, claim, cost, damage, expense or liability,
whether or not the actual amount thereof shall have been ascertained prior to
the final day upon which a claim for indemnity with respect thereto may be made
hereunder in accordance with Section 5 hereof, so long as written notice thereof
shall have been given to the party from whom indemnification is sought prior to
said date, setting forth specifically and in reasonable detail, so far as is
known, the matter as to which indemnification is being sought, but nothing
herein shall be construed to require payment of any claim for indemnity until
the actual amount payable shall have been finally ascertained.
Notices required or permitted to be
given under this Agreement shall be in writing and shall be deemed to be
sufficiently given when sent by certified or registered mail or by hand,
addressed to the addresses set forth on the first page of this Agreement or to
such other address furnished by notice given in accordance with this Section 9.
A copy of any notice (which shall not constitute notice) sent to Purchaser shall
also be sent to The Newman Law Firm, PLLC, 44 Wall Street, 20th Floor,
New York, New York 10005, Attention: Robert Newman, Esq., Managing
Member.
This Agreement shall be governed by and
construed in accordance with the laws of the State of New York without giving
effect to principles of conflicts of laws that would result in the application
of the substantive laws of another jurisdiction. In the event there is any
dispute between the parties as to their rights and obligations under this
Agreement, the parties submit to the jurisdiction of any state or federal court
sitting in the State and City of New York, and waive any defense of inconvenient
forum to the maintenance of any action so brought.
This Agreement constitutes the entire
agreement between the parties relating to the subject matter hereof. There are
no verbal statements, representations, warranties, undertakings or agreements
between the parties. This agreement may be amended only by an instrument in
writing signed by both parties.
Neither
this Agreement nor any rights or obligations hereunder may be assigned by either
party without the prior written consent of the other party, which consent may be
withheld in either party's sole and absolute discretion, except that Purchaser
may assign its rights hereunder to Company without Majority Stockholder’s
consent.
This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns. This Agreement may be
executed in counterparts.
[Signature
Page Follows]
Signature
Page: Majority Stock Purchase Agreement
IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above
written.
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MAJORITY
STOCKHOLDER
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/s/
Justin Miller
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Name:
Justin Miller
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PURCHASER
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/s/
Alex Li
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Name:
Alex Li
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