Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 15, 2015  

YANEX GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		333-175146		99-0363803
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of Incorporation)				Identification Number)

302 Town Centre Boulevard, Suite 100

Markham, Ontario, L3R 0E8, Canada

 (Address, including zip code, and telephone number, including area code,

of registrant's principal executive offices)

Hooft Graaflandstraat 21

VM Utrecht, Netherland, 3525

0031633046823

(Former Address)

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:

 

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

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

o    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

 

Stock Purchase Agreement

 

On July 15, 2015, Leonardo Correa Rodriguez, our sole officer and director (the “Seller”) and 2470992 Ontario, Inc. and 2470993 Ontario, Inc. (the “Purchasers”) entered into a stock purchase agreement (the “Stock Purchase Agreement”), whereby the Purchaser purchased from the Seller, Two Million Five Hundred Seventy Eight Thousand (2,578,000) shares of common stock, par value $0.001 per share, of Yanex Group, Inc. (the “Company”), representing approximately 84.58% of the issued and outstanding shares of the Company (the “Shares”), for an aggregate purchase price of Twenty Five Thousand Dollars ($25,000) (the “Purchase Price”) paid by the Purchasers through the payment of certain outstanding expenses on behalf of the Company in the amount of the Purchase Price. Prior to the closing of the Stock Purchase Agreement, the Seller was our majority shareholder, President, Chief Executive Officer, Secretary, Treasurer, Chief Financial Officer, and member of the board of directors of the Company. 2470992 Ontario, Inc. is owned and controlled by Jason Abbott, and 2470993 Ontario, Inc. is owned and controlled by John Kim.

 

The foregoing description of the terms of the Stock Purchase Agreement is qualified in its entirety by reference to the provisions of the Stock Purchase Agreement filed as Exhibit 10.1 to this report, which is incorporated by reference herein.

 

  ITEM 5.01

CHANGES IN CONTROL OF REGISTRANT

The information provided in Item 1.01 of this Current Report on Form 8-K related to the aforementioned Stock Purchase Agreement is incorporated by reference into this Item 5.01.

  ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Resignation

Effective July 15, 2015, Leonardo Correa Rodriguez (“Mr. Rodriguez”) resigned from his positions as the current President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director of the Company.  Mr. Rodriguez’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, practices, or otherwise.  

Appointment

Effective July 15, 2015, Mr. Jason Abbott (“Mr. Abbott”) was appointed to serve as the Company’s President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, and Director of the Company to serve until the next annual meeting or until his successor is duly appointed. On  July 15, 2015, Mr. Abbott accepted such appointment.  

Effective July 15, 2015, Mr. John Kim (“Mr. Kim”) was appointed to serve as the Company’s Chief Financial Officer, Secretary, Treasurer, and Director of the Company to serve until the next annual meeting or until his successor is duly appointed. On July 15, 2015, Mr. Kim accepted such appointment.  

The biography for Mr. Abbott is set forth below:

Mr. Jason Abbott, age 38, has been the Vice President of True Marque Ltd. since 2012.  True Marque Ltd. was founded in 2012 and has offices across Canada, the United States and Asia.  True Marque Ltd. is a distribution company focusing on residential smart home products.  True Marque has served as the Global Distribution Partner for Samsung SDS, providing leading smart home solutions to the residential development market across North America.  Based in Markham, Ontario, True Marque’s state of the art showroom, which is the first of its kind in North America, unites seven different Samsung divisions ‘under one roof’, providing a single platform solution for the SMART Home market. Mr. Abbott is responsible for sales and marketing of the products within the True Marque portfolio.  Mr. Abbott has also been the President of International Domes Inc. since 2001, which is one of the world’s leading sellers of Air Supported Structures (Sports Domes) with installations in 38 States in the USA, 9 Provinces in Canada and 7 Countries around the world.  Mr. Abbott has been responsible for sales for all of Canada and North Eastern USA.  From April 2008 until 2011, Mr. Abbott was the President of Blank Space Marketing Ltd., a marketing and advertising company.  Mr. Abbott was responsible for sales and marketing and the securing of leases.  He was also influential in securing a deal with a major tobacco company to assist with the securing of retailers.

Mr. John Kim, age 43, has been the Vice President and Managing Partner of True Marque Ltd. since 2012.  True Marque Ltd. was founded in 2012 and has offices across Canada, the United States and Asia.  True Marque Ltd. is a distribution company focusing on residential smart home products.  True Marque has served as the Global Distribution Partner for Samsung SDS, providing leading smart home solutions to the residential development market across North America.  Based in Markham, Ontario, True Marque’s state of the art showroom- the first of its kind in North America- unites seven different Samsung divisions ‘under one roof’, providing a single platform solution for the SMART Home market.  Mr. Kim is responsible for operations and finances of the everyday business within the True Marque portfolio.  Mr. Kim is also responsible for vetting any new products with his partners.  Before becoming a Partner at True Marque, Mr. Kim provided consultation work for technology companies (ie. SK Telecom and SK Infosec), and also provided consultation in an Advisory role in the transaction processing industry (ie. Inkas, and Access Cash).  Consultation work was performed for 4 years leading up to True Marque.

Family Relationships

Neither Mr. Abbott nor Mr. Kim is related to any other Officer or Director of the Company.

Related Party Transactions

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

 ITEM 8.01

OTHER EVENTS

Effective July 15, 2015, the Company changed its corporate address to 302 Town Centre Boulevard, Suite 100, Markham, Ontario, L3R 0E8, Canada.

 ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

Exhibit No.	Description
10.1	Common Stock Purchase Agreement dated July 15, 2015 between Leonardo Correa Rodriguez, and 2470992 Ontario, Inc. and 2470993 Ontario, Inc.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	YANEX GROUP, INC.
Date:  July 16, 2015	By:	/s/ Jason Abbott
		Jason Abbott   Chief Executive Officer

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COMMON STOCK PURCHASE AGREEMENT

This Common Stock Purchase Agreement (the “Agreement”) made this 15th day of July, 2015, by and between,  2470992 Ontario, Inc. and 2470993 Ontario, Inc. (hereinafter, collectively, the “Buyer”) and Leonardo Correa Rodriguez (the “Seller”), regarding the purchase of shares of common stock of Yanex Group, Inc., a Nevada corporation (the “Company”), and setting forth the terms and conditions upon which the Seller will sell Two Million Five Hundred Seventy Eight Thousand (2,578,000) shares (the “Shares”) of common stock (the “Common Stock”) of the Company, individually owned by Seller, to Buyer.  

NOW THEREFORE, in consideration of the mutual promises, covenants and representations contained herein, the parties herewith agree as follows:

ARTICLE I

SALE OF SECURITIES

1.1

Sale.  Subject to the terms and conditions of this Agreement, the Seller agrees to sell the Shares of Common Stock for an aggregate purchase price of Twenty-Five Thousand ($25,000.00) (the “Purchase Price”).  This is a private transaction between the Seller and Buyer.

1.02

Purchase Price.  Seller hereby assigns its rights to the Purchase Price to the Company.  It is agreed that the Purchase Price for the Shares will be paid by the Buyers through the payment of certain outstanding expenses on behalf of the Company in the amount of the Purchase Price. The Closing on the sale of the Shares shall take place and stock certificate shall be delivered to the Buyers along with all documents listed in paragraphs 2.11 and 3.02 below.  

ARTICLE II

REPRESENTATIONS AND WARRANTIES

The Seller hereby represents and warrant to the Buyer the following:

2.01

Organization.  The Company is a Nevada corporation duly organized, validly existing, and in good standing under the laws of that state. The Company is a reporting company pursuant to Securities and Exchange Commission (“SEC”) rules and regulations, and has timely filed all reports schedules, forms, statements and other documents required to be filed by the Company under the Securities Act of 1933, as amended, and the Securities and Exchange Act of 1934, as amended, including pursuant to Section 12(g), 13(a) or 15(d) thereof. (The foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”).

2.02

Capital.  The authorized capital stock of the Company consists of 75,000,000 shares of Common Stock, $0.001 par value, of which 3,048,000 shares of Common Stock are issued and outstanding.  All outstanding shares are fully paid and non-assessable, free of liens, encumbrances, options, restrictions and legal or equitable rights of others not a party to this Agreement except for restrictions on transfer imposed by federal and state securities laws.  At the Closing, there will be no outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating the Company to issue or to transfer from treasury any additional shares of its capital stock.  None of the outstanding shares of Common Stock of the Company are subject to any stock restriction agreements.  All of such shareholders have valid title to such shares of Common Stock and acquired their shares of Common Stock in a lawful transaction and in accordance with Nevada corporate law and the applicable securities laws of the United States.

2.03

Financial Statements.  The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing.  Such financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) applied on a consistent basis throughout the periods indicated and with each other, except as may be otherwise specified in such financial statements or the notes thereto and except that the unaudited Financial Statements may not contain all footnotes required by U.S. GAAP., and such financial statements fairly present the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments.  Except as set forth in the Financial Statements, and as set forth in paragraph 2.05, the Company has no material liabilities (contingent or otherwise).  The Company is not a guarantor or indemnitor of any indebtedness of any other person, firm or corporation. Seller agrees to provide any reasonably requested confirmations or representations from the Company’s independent auditor in connection with the Company’s Form 10K for the period ending May 31, 2015.

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2.04

Filings with Government Agencies.  The Company files annual and quarterly reports with the SEC and is current in all filings.  The Company has made all filings with the state of Nevada that might be required and is current in its filings and reporting to the state of Nevada.  

2.05

Liabilities.  It is understood and agreed that the purchase of the Shares is predicated on the Company not having any liabilities at Closing. The Company will not, as of Closing, have any debt, liability, or obligation of any nature, whether accrued, absolute, contingent, or otherwise that will not be paid by Seller at Closing.  Any debt or liabilities owed by the Company at the time of Closing will be listed on Exhibit A below.  The Seller is not aware of any pending, threatened or asserted claims, lawsuits or contingencies involving the Company or its Shares. To the best knowledge of the Seller, there is no dispute of any kind between the Company and any third party, and no such dispute will exist at the Closing of this transaction and at the Closing, the Company will be free from any and all liabilities, liens, claims and/or commitments.  

2.06

Ability to Carry Out Obligations.  The Seller has the right, power, and authority to enter into, and perform its obligations under this Agreement.  The execution and delivery of this Agreement by the Seller and the performance by the Seller of its obligations hereunder will not cause, constitute, or conflict with or result in (a) any breach or violation of any of the provisions of or constitute a default under any license, indenture, mortgage, charter, instrument, articles of incorporation, bylaw, or other agreement or instrument to which the Company, the officers, directors or the Seller is a party, or by which they may be bound, nor will any consents or authorizations of any party other than those hereto be required, (b) an event that would cause the Company (and/or assigns) to be liable to any party, or (c) an event that would result in the creation or imposition of any lien, charge, or encumbrance on any asset of the Company or upon the Shares to be acquired by the Buyer.

2.07

Contracts, Leases and Assets.   The Company is not a party to any contract, agreement or lease (other than the normal contract with the Transfer Agent).  No person holds a power of attorney from the Company or the Seller.  At the Closing, the Company will have no assets or liabilities or any obligations which would give rise to a liability in the future.

2.08

Compliance with Laws.   The Company has complied in all material respects, with, and is not in violation of any, federal, state, or local statute, law, and/or regulation applicable to the Company.  To the best knowledge of the Seller, the Company has complied with all federal and state securities laws in connection with the offer, sale and distribution of its securities. The Shares being sold herein are being sold in a private transaction between the Seller and the Buyer, and the Seller makes no representations as to whether the Shares are subject to trading restrictions under the Securities Act of 1933, as amended, and rules promulgated thereunder.

2.09

Litigation.  The Company is not a party to any suit, action, arbitration, or legal, administrative, or other proceeding, or pending governmental investigation. To the best knowledge of the Seller, there is no basis for any such action or proceeding and no such action or proceeding is threatened against the Company.  The Company is not a party to or in default with respect to any order, writ, injunction, or decree of any federal, state, local, or foreign court, department, agency, or instrumentality.

2.10

Conduct of Business.  Prior to the Closing, the Company shall conduct its business in the normal course, and shall not (without the prior written approval of Buyer) (i) sell, pledge, or assign any assets, (ii) amend its Articles of Incorporation or Bylaws, (iii) declare dividends, redeem or sell stock or other securities (iv) incur any liabilities, except in the normal course of business, (v) acquire or dispose of any assets, enter into any contract, guarantee obligations of any third party, or (vi) enter into any other transaction.

2.11

Closing Documents.  All minutes, consents or other documents pertaining to the Company to be delivered at the Closing shall be valid and in accordance with the laws of Nevada.

2.12

Title.   The Seller have good and marketable title to all of the Shares being sold by them to the Buyer pursuant to this Agreement.  The Shares will be, at the Closing, free and clear of all liens, security interests, pledges, charges, claims, encumbrances and restrictions of any kind, except for restrictions on transfer imposed by federal and state securities laws.  None of the Shares are or will be subject to any voting trust or agreement.  No person holds or has the right to receive any proxy or similar instrument with respect to such Shares.  Except as provided in this Agreement, the Seller is not a party to any agreement which offers or grants to any person the right to purchase or acquire any of the Shares. There is no applicable local, state or federal law, rule, regulation, or decree which would, as a result of the purchase of the Shares by Buyer (and/or assigns) impair, restrict or delay voting rights with respect to the Shares.

2.13

Transfer of Shares.  The Seller will have the responsibility for sending all certificates representing the Shares being purchased, along with the proper Stock Powers with Signature Guarantees acceptable to the Transfer Agent for delivery to the Escrow Agent to be sent to the Buyer at Closing.

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ARTICLE III

CLOSING

3.01

Closing for the Purchase of Common Stock.  The Closing (the “Closing”) of this Transaction for the Shares being purchased will occur when all of the documents and consideration described in Paragraphs 2.11 above and in 3.02 below have been delivered.  

3.02

Documents and Payments to be Delivered at Closing.  As part of the Closing the following documents, in form reasonably acceptable to counsel to the parties, and shall be delivered to Buyer:

(a)

By the Seller:

(i)

stock certificate or certificates, along with stock powers with medallion signature guarantees acceptable to the transfer agent, representing the Shares, endorsed in favor of the name or names as designated by each of the Buyers or left blank, in the amount of 1,289,000 shares to each Buyer;

(ii)

the resignation of all officers of the Company;

(iii)

the appointment of new directors of the Company as designated by the Buyer and the resignation of all its current directors; and Buyer will provide the Seller the resolution of the new appointment before the Closing;

(iv)

true and correct copies of all of the business and corporate records of the Company, including but not limited to correspondence files, bank statements, checkbooks, savings account books, minutes of shareholder and directors meetings or consents, financial statements, a shareholder list from the Company’s transfer agent dated as of the Closing, stock transfer records, agreements and contracts that exist and

(v)

such other documents of the Company as may be reasonably required by Buyer, if available.

3.03    Conditions Subsequent.  After the Closing:

(a)

After the Purchase, the Buyer of the Shares shall file the appropriate filings, if so required, disclosing the acquisition of the Shares by the Buyer (“Disclosure Document”).

(b)

 Upon the purchase of the Shares by the Buyer, Buyer will have the full responsibility for filing any and all documents required by the SEC and/or any other government agency that may be required. The Seller will supply the Buyer with all information that is currently available for the Company. The Buyer understands that the Seller will have no responsibility whatsoever for any filings made by the Company in the future, either with the SEC, FINRA or with the State of Nevada.

ARTICLE IV

INVESTMENT INTENT

4.01

Transfer Restrictions.  Buyer (and/or assigns) agrees that the Shares being acquired pursuant to this Agreement may be sold, pledged, assigned, hypothecated or otherwise transferred, with or without consideration (“Transfer”) only pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Act”), or pursuant to an exemption from registration under the Act.  

4.02

Investment Intent.  The Buyer is acquiring the Shares for his own account for investment, and not with a view toward distribution thereof.

4.03

No Advertisement.  The Buyer acknowledges that the Shares have been offered to him in direct communication between him and Seller, and not through any advertisement of any kind.

4.04

Knowledge and Experience.   The Buyer acknowledges that he has been encouraged to seek his own legal and financial counsel to assist him in evaluating this purchase. The Buyer acknowledges that Seller has given him and his counsel access to all information relating to the Company’s business that he or any one of them has requested. The Buyer acknowledges that he has sufficient business and financial experience, and knowledge concerning the affairs and conditions of the Company so that he can make a reasoned decision as to this purchase of the Shares and is capable of evaluating the merits and risks of this purchase.

4.05

Restrictions on Transferability.  The Buyer is aware of the restrictions of transferability of the Shares and further understands the certificates shall bear the following legend.

(a) THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED IN SECTIONS 4(1) AND 4(2) AND REGULATION D UNDER THE ACT. AS SUCH, THE PURCHASE OF THIS SECURITY WAS MADE WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION. THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

(b) The Buyer understands that the Shares may only be disposed of pursuant to either (i) an effective registration statement under the Act, or (ii) an exemption from the registration requirements of the Act.

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ARTICLE V

REMEDIES

5.01

Arbitration.  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Nevada, without regard to the principles of conflict of laws thereof. Any controversy of claim arising out of, or relating to, this Agreement, or the making, performance, or interpretation thereof, shall be settled by arbitration in Nevada in accordance with the Rules of the U.S. Arbitration Association then existing, and judgment on the arbitration award may be entered in any court having jurisdiction over the subject matter of the controversy.

5.02

Termination.  The Buyer may terminate this Agreement, if at the Closing, the Seller has failed to comply with all material terms of this Agreement and have failed to supply any documents required by this Agreement unless they do not exist, or have failed to disclose any material facts which could have a substantial effect on any part of this transaction.  Seller may terminate this Agreement, if at the Closing Buyer has failed to perform.  Termination is the sole remedy.

5.03

Indemnification.  From and after the Closing, the Parties, jointly and severally, agree to indemnify the other against all actual losses, damages and expenses caused by (i) any material breach of this Agreement by them or any material misrepresentation contained herein, or (ii) any misstatement of a material fact or omission to state a material fact required to be stated herein or necessary to make the statements herein not misleading.

5.04

Indemnification Non-Exclusive.  The foregoing indemnification provision is in addition to, and not derogation of any statutory, equitable or common law remedy any party may have for breach of representation, warranty, covenant or agreement.

ARTICLE VI

MISCELLANEOUS

6.01

Captions and Headings.  The article and paragraph headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limit, or add to the meaning of any provision of this Agreement.

6.02

No Oral Change.  This Agreement and any provision hereof, may not be waived, changed, modified, or discharged, orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, or discharge is sought.

6.03

Non Waiver.  Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants, or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants, or conditions, (ii) the acceptance of performance of anything required by this Agreement to be performed with knowledge of the breach or failure of a covenant, condition, or provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver with respect to any other or subsequent breach.

6.04

Time of Essence.  Time is of the essence of this Agreement and of each and every provision hereof.

6.05

Entire Agreement.  This Agreement, including any and all attachments hereto, if any, contain the entire Agreement and understanding between the parties hereto, and supersede all prior agreements and understandings.

6.06

Partial Invalidity.  In the event that any condition, covenant or other provision of this Agreement is held to be invalid or void by any court of competent jurisdiction, it shall be deemed severable from the remainder of this Agreement and shall in no way affect any other condition, covenant or other provision of this Agreement. If such condition, covenant or other provision is held to be invalid due to its scope or breadth, it is agreed that it shall be deemed to remain valid to the extent permitted by law.

6.07

Significant Changes.  The Seller understands that significant changes may be made in the capitalization and/or stock ownership of the Company, which changes could involve a reverse stock split and/or the issuance of additional shares, thus possibly having a dramatic negative effect on the percentage of ownership and/or number of shares owned by present shareholders of the Company.

6.08

Counterparts.  This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Facsimile or email signatures will be acceptable to all parties.

6.09

Binding Effect.  This Agreement shall inure to and be binding upon the heirs, executors, personals, successors and assigns of each of the parties to this Agreement.

6.10

Effect of Closing.  All representations, warranties, covenants, and agreements of the parties contained in this Agreement, or in any instrument, certificate, opinion, or other writing provided for in it, shall be true and correct as of the Closing and shall survive the Closing of this Agreement.

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6.11

Mutual Cooperation.  The parties hereto shall cooperate with each other to achieve the purpose of this Agreement, and shall execute such other and further documents and take such other and further actions as may be necessary or convenient to effect the transaction described herein.

6.12

Extinguishment of Debt; Release of Claims.  Seller hereby forgives and disclaims any and all loans or other amounts advanced to or on behalf of the Company by the Seller.  Seller acknowledges and agrees that upon execution of this Agreement, (i) the Company has no outstanding debt or any other obligations to the Seller; and (ii) Seller hereby releases the Company and all of its directors, officers, employees and agents from and as to any and all liability, claims, actions, causes of action, suits, and demands, whether in law or in equity, whether known to Seller or unknown, for damages of every kind, character or description, costs, expenses, compensation, consequential damages, attorney’s fees and expenses of litigation and any damages for fraud or misrepresentation, or any other thing whatsoever, from the beginning of time to the date of this Agreement.

 

IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first above written.

Leonardo Correa Rodriguez, Seller

  

/s/ Leonardo Rodriguez

                                                             

2470992 Ontario, Inc., Buyer

 

/s/ Jason Abbott

                                                             

 

By:  Jason W. Abbott, President              

2470993 Ontario, Inc., Buyer

 

 /s/ John Kim

                                                             

 

By: John Kim, Director

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Exhibit A

LIABILITIES

None.

 

 

 

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