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Alonzo Pierce Rescinds Deal For Non-Payment

Resigns from TEXX Board and Demands Name Change

10/19/13

Via E-Mail and First Class Mail

Emperial Americas, Inc
PO. Box 88278
Houston, Texas 77288

AAA Public Adjusting Group / FCC
1926 Hollywood Blvd Ste 100
Hollywood, Florida 33020

Board of Directors:

Attention: Chris Lombardi, Frederick Antonelli , Liane Hassan, Bruce Klein and Joel Contreras

Re: Private Stock Purchase Agreement between Emperial Americas,
Inc. and AAAA

Directors:

On March 8, 2012 Emperial Americas ,Inc entered into a stock purchase agreement with the owners Frederick Antonelli, and Liane Hassan for three million (3,000,000) shares, which represented the Controlling interest of AAAA in exchange for a set term of payments, which were due by, May 1, 2012, and signed by Bruce Klein. Such shares with the payment of the first amount of fifty thousand ($50,000) dollars and having all voting rights, were assigned to Emperial Americas, Inc for all purposes. The balance of one hundred fifty thousand ($150,000), was expected as forth coming, and due May 1, 2012. This agreement, included amendment agreements that were sent to Antonelli from Bruce Klein signed on behalf of Emperial Americas, Inc as Chairman and Director. A conversion notice was also sent to me, which also included Lombardi's, past dues as well as Antonelli’s.

On September 6, 2012, I was contacted for the first time by Fred Antonelli and Chris Lombardi. We discussed problems about the transaction they entered into with Emperial Americas, which was signed by Bruce Klein of Victory Partners, on the behalf of Emperial Americas as the COO. At the time Antonelli, informed me that every material stipulation had been breached and that no portion of the purchase price of one hundred fifty thousand ($150,000), which was due to be paid in full by May 1, 2012, however none payment of funds. As a result, Emperial Americas never received the three million (3,000,000) shares to consummate the name change and merger transaction, although the outstanding shares exceeded nine million (9,000,000) shares Within a short time and today of twenty-six million (26,000,000) shares issued, Causing the dilution of the said Controlling interest three million (3,000,000) shares to nothing. These share issuances included, Emperial Americas’ PPM shareholders who were founders of
Emperial Americas, Inc to nothing, Who were recorded in 2010. This was also the first time, I saw conversions and amendments (see attached) documents. Breaches were explained as, "beyond the limits' as outlined. This Caused the dilution of the shares, whereby sellers were said not to be paid. And ultimately, caused problems for the entire transaction.

After complete due diligence of the EAI, AAAA, and Victory Partners transaction, the companies have not performed any of its obligations under the agreement, and does not have the financial ability to properly gain the controlling interest of AAAA. Their are no records that exist describing any portion or balance of the purchase price paid by Emperial Americas, Inc. or certificates representing the three million (3,000,000) shares, were held in an escrow account and occurred at a closing. This agreement is now null, and a void transaction is rescinded between Emperial Americas Inc and AAAA. Since the agreements were Void from the outset, this is also my resignation from the board of AAAA, as officer and director, and return all of the 50,000 shares I received in this transaction as a director. At this point the Basic importer license that owns the trade name Emperial Americas, Inc is also rescinded from this transaction as it’s non transferrable.

The Company and surviving entity AAAA is directed as follows:

1. File with the Secretary of State of Florida an amendment to the
Certificate of Incorporation of the Company to change the Name of the Company from Emperial Americas back to AAAA, Victory Partners, or such other name as Management deems appropriate; provided that Such name is not in any Way similar to Emperial Americas, Inc.

2. EA will post on its website that the agreements are voided

3. AAAA or Victory Partners shall cause a name change at the transfer agent Olde Monmouth.

4. To make an appropriate tiling with the United States Securities and Exchange Commission announcing that the agreements are void.

5. Issue an 8k and press releases announcing that the agreements are void:

Sincerely,


Alonzo Pierce


http://www.emperialamericas.com/index.html