Ariel Way, Inc. (fka AWYI)

[KeepOn]

Any chance of this ever coming back to life?

[benchmark2]

I hope it still works: [e-mail]

[fandg]

Say hi to him for me.....

[fandg]

Not sure what you mean. This is the path I see
Home > Boards > US OTC > Delisted > Ariel Way, Inc. (fka AWYI)

[benchmark2]

OK "delisted" I saw it. I will mail Arne but without any hopes

[benchmark2]

whats the symbole at investorhub? AWYI doesn't work

[fandg]

Sorry no. All I have is 1.2 million shares of nothing.

[benchmark2]

me too

do you have an adress from Arne Dunhem?

[fandg]

Ashamed to say yes

[benchmark2]

anybody here??

[toats]

Come on now... If you guys haven't realized by now this isn't a real company...... Should probably just start using your money in your fireplace.. Least you will get heat out of it.

[robtewms]

Where are we now? It has been over a year since this letter was published. Is Ariel Way still a going concern?

[sterl]

Here is Arne's last venture if anyone wants to contact him.

http://america4g.com/contact

[robtewms]

It has been nearly 2 years since the last shareholder letter. Are we there yet, Arne?
http://investing.businessweek.com/research/stocks/private/snapshot.asp?privcapId=11969217

[peter99ff]

He'll probably die before the court case ends

[countrmike]

Hey, did they ever throw that thief in jail.

[countrmike]

Hey, did they ever throw that thief in jail.

[Keystoner]

Anything new around here? Developments,News? anyone.. lol

[robtewms]

Thank you for this update. Although this is clearly progress in the SEC case with Yorkville, it has never been clear to me that Ariel Way is directly involved. I can see an indirect involvement, in that Yorkville apparent had some financial dealings with Ariel Way that might be considered unsavory.

[benchmark2]

Dear Ariel Way Shareholder,

I would like to give you an update on the status of Ariel Way. A key issue is the status of the legal case of The Securities and Exchange Commission v. Yorkville Advisors. I have, however, still been advised to continue to remain tight with any operation until there is a more clear resolution of the pending case. We know for a fact that there are no new investors that will entertain an investment in Ariel Way until the outcome of the Yorkville case has become more clear. As of now, we do not yet have any timetable on the process in the court. I will continue to monitor closely.

According to the Web-site of Yorkville Advisors www.yorkvilleadvisors.com it is stated that they have two offices; In London (U.K.) and in New Jersey. They are no longer in the financial district of Jersey City, N.J but have relocated to a smaller location some 15 – 20 miles west in N.J. The investment professionals we previously were dealing with are no longer listed on the web-site. Also from the web-site “Selected Investments” and under the “Press Releases” it appears that no investments in the U.S. are listed.

The case is still very active in the U.S. District Court for the Southern District of New York. There was a Discovery Hearing held on December 19, 2013 before Magistrate Judge Henry B. Pitman. The release of the public transcript restriction, i.e. release for the public, is set for April 3, 2014.

On December 23, 2013 Magistrate Judge Henry B. Pitman, ordered that the Defendant (Yorkville Advisors) should promptly produce certain documents that the Securities and Exchange Commission (SEC) had requested and Yorkville had objected to produce. If there were still disputes on what documents should be produced, the Judge ordered: “If the parties are unable to agree on search terms, they are directed to submit their disputes to me for resolution.” These documents include among others: “Defendants are to promptly produce all existing transcripts of testimony or interviews by any of Yorkville's managing members, officers, directors, employees, agents, accountants, attorneys, general partners or special partners of Yorkville Advisors related to investments, the management or operation of the funds or disputes with portfolio companies or investors regarding valuation of the funds' investments in portfolio companies.”
For your possible interest, I have attached two documents from the U.S. District Court:
a. Case Summary
b. CIVIL DOCKET FOR CASE #: 1:12-cv-07728-GBD-HBP
The summary of the SEC allegation can be found in an SEC Press Release dated October 17, 2012:
Quote
The Securities and Exchange Commission charged the New Jersey-based Yorkville Advisors LLC, a former $1 billion hedge fund advisory firm and two executives with scheming to overvalue assets under management and exaggerate the reported returns of hedge funds they managed in order to hide losses and increase the fees collected from investors. The SEC alleged that Yorkville Advisors LLC, founder and president Mark Angelo, and chief financial officer Edward Schinik enticed pension funds and other investors to invest in their hedge funds by falsely portraying Yorkville as a firm that managed a highly-collateralized investment portfolio and employed a robust valuation procedure. The SEC alleged that they misrepresented the safety and liquidity of the investments made by the hedge funds, and charged excessive fees to the funds based on the fraudulently inflated values of the investments.
This is the seventh case arising from the SEC’s Aberrational Performance Inquiry, an initiative by the Enforcement Division’s Asset Management Unit that uses proprietary risk analytics to identify hedge funds with suspicious returns. Performance that is flagged as inconsistent with a fund’s investment strategy or other benchmarks forms a basis for further investigation and scrutiny.
“The analytics put Yorkville front and center on our radar screen,” said Bruce Karpati, Chief of the SEC Enforcement Division’s Asset Management Unit. “When we looked further we found lies to investors and the firm’s auditors as well as a scheme to inflate fees by grossly overvaluing fund assets. We will continue to pursue hedge fund managers whose success is based on fiction rather than fact.”
According to the SEC’s complaint filed in U.S. District Court for the Southern District of New York, Yorkville, Angelo, and Schinik defrauded investors in the YA Global Investments (U.S.) LP and YA Offshore Global Investments Ltd hedge funds.
The SEC alleges that Yorkville and the two executives:
• Failed to adhere to Yorkville’s stated valuation policies.
• Ignored negative information about certain investments by the funds.
• Withheld adverse information about fund investments from Yorkville’s auditor, which enabled Yorkville to carry some of its largest investments at inflated values.
• Misled investors about the liquidity of the funds, collateral underlying the investments, and Yorkville’s use of a third-party valuation firm.
The SEC alleges that by fraudulently making Yorkville’s funds more attractive to potential investors, Angelo and Schinik enticed more than $280 million in investments from pension funds and funds of funds. This enabled Yorkville to charge the funds at least $10 million in excess fees based on the inflated values of Yorkville’s assets under management.
The SEC’s complaint charges Yorkville with violating Section 17(a) of the Securities Act of 1933, Section 10(b) of the Securities Exchange Act of 1934, and Rule 10b-5. Yorkville also is charged with violating Sections 206(1), (2) and (4) of the Investment Advisers Act of 1940 and Rule 206(4)-8. Angelo is charged with violating Section 17(a) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5, and Sections 206(1), (2) and (4) of the Advisers Act and Rule 206(4)-8. He also is charged with aiding and abetting Yorkville’s violations of the Exchange Act and Advisers Act. Schinik is charged with violating Section 17(a) of the Securities Act and Section 10(b) of the Exchange Act and Rule 10b-5, and with aiding and abetting Yorkville’s violations of the Exchange Act and Advisers Act.
The SEC’s Aberrational Performance Inquiry is a joint effort among staff in its Division of Enforcement, Office of Compliance, Inspections and Examinations, and Division of Risk, Strategy and Financial Innovation. The SEC’s investigation was conducted by Stephen B. Holden, Brian Fitzpatrick, and Kenneth Gottlieb with the support of Frank Milewski under the supervision of Valerie A. Szczepanik and Ken Joseph. The SEC’s litigation is being led by Todd Brody.

[robtewms]

AWYI not telling all. SEC action put kibosh on R/S and other stock manipulation. Likely, Arne trying to figure our how to unravel the regulatory restrictions by SEC. Not sure why he hasn't walked away. But, wouldn't be surprised if legal advice has him still in the game. Good plan to stay out of jail though. Still might make for an interesting American Greed show.

[peter99ff]

Arne S Dunhem
1634 Fieldthorn Dr
Reston, VA 20194
[phone]

[peter99ff]

Arne S Dunhem
1634 Fieldthorn Dr
Reston, VA 20194
[phone]

[benchmark2]

please mail your questions to arne directly - and don't forget to post his answers. Thanks. bm

[robtewms]

Thanks for the update. This was very long winded and difficult to follow. However, since I didn't have my shares declared worthless, I am still interested in the resolution. That said, where is my money Arne? The SEC shutdown AWYI because there were concerns about the lack of demonstration of fiduciary duties on the part of AWYI from SEC inquiries, investigations, and/ or audits. Thus, the AWYI stock was delisted. But for the shenanigans with the financial books at AWYI i.e. Reverse Split, Fractional Shares, O/S manipulation, etc., the share(bag)holders of AWYI still be able to trade the stock. You have some more splainin to do Arne. Where are we with get auditor's report, paying reinstatement costs, and getting listed on an exchange to resume trading AWYI? Even the SOS in Nevada doesn't recognize AWYI as a company in good standing. It is hard to believe that AWYI went "radio silent" because of the shakedown activities of Yorkville aka Yorkie Mafia.

[cjsun791]

Thanks for the update. keeping us posted on further developments would be appreciated. AWYI

[ryanonthevedder]

Ohhh, you are cold.

Stinky Pinky~~~~~!

[robtewms]

Boo

[peter99ff]

http://www.invest-faq.com/articles/trade-worthless-shares.html

[robtewms]

Your brokerage representative can tell you if they can do it and what the process entails.

[jamon1]

Today is the 1 year anniversary OF AWYI REVOKED, HOW PATHETIC IS THAT OF ME TO NOTICE!

[cjsun791]

Didnt know we could do that

[robtewms]

Has anyone declared their shares worthless with their brokerage? If so, why? If not, why?

[cjsun791]

HE can get a pretty nice pair of kicks for $300, prob dressing pretty sharp these days Arne.

[cjsun791]

He can have my $300 dollars, valuable lesson learned here. AWYI

[louieforpar]

Yep,been telling it for years now.Guys like arne sometimes find their way into a trunk.

[ajsollii]

I think this thing is about to run. Lol. Ok I feel better.

[ajsollii]

Mother f$&@er stole my money.

[louieforpar]

Indeed as well as the chats are wiped out.

[robtewms]

It seems the AWYI website is gone too.

[louieforpar]

Funny how on October 18th of 2012 the scammin arne wrote that letter to shareholders,yet one month later he makes the deal with Gary block on behalf of Elsinore.
Is Arne still living after all this?

Monday, May 07, 2012 9:34:13 PM
Re: lilchoker post# 48872

Post # of 49857
i would prefer to think bigger picture.you ask why would he say that he has no money at this point.my question is this,why did he say he had revenues in the past three years when asked? and if that answer was truthfull,then how is it that he can't find money to pay the auditors?how much would that have cost?

so i believe he once again is lying,it has nothing to do with the money,because awyi has generated millions in the last three years according to arne.

the filings were not out because arne would have been to "embarassed" to let the investor know that he had been selling all the while despite his contention that he has not been.


either way you slice it that man should never have been trusted.

i truly think eventually there will be some news some how that will spell my working theory in regards to awyi's relationship to elsinore.
Respond | View Replies (2)


..........and here it is:

Please refer to my last six or so posts here and you will understand what the scammin arne has been doing.


You're money went into arne's pocket,then into elsinore...that is after he sold tons of his and his wifes shares.Remember Gary block?


Item 2.01 Completion of Acquisition or Disposition of Assets.

On November 30, 2012, Elsinore Services, Inc., a Delaware corporation (the “Company,” “we,” “our,” “us”) closed on the acquisition (the “Acquisition”) of Government-Buys, Inc. a Maryland corporation (“Government-Buys”). The Acquisition was effected pursuant to the terms of a Stock Purchase Agreement, dated effective as of November 30, 2012 (the “Stock Purchase Agreement”), by and among the Company, Government-Buys and Gary Block, the sole stockholder of Government-Buys (the "Mr. Block"), under which we acquired all of the issued and outstanding shares of capital stock of Government-Buys (the “Government-Buys Stock”).

Government-Buys and its wholly-owned subsidiary, G4 Government-Solutions, Inc., specialize in facilitating transactions between government agencies, industry partners and contractors, employing a wide array of contract vehicles and strategies to ensure a timely and efficient procurement. Contractor partners include a number of small businesses, small disadvantaged, 8(a), Service-disabled, Native American and Alaskan Native owned firms. Government-Buys’ principal executive offices are located in Bethesda, Maryland, a suburb of Washington, D.C.

As consideration for the execution of the Stock Purchase Agreement, we issued to Mr. Block 525,000 shares of our common stock (“SPA Shares”). In addition, at closing and as consideration for our purchase of the outstanding shares of Government-Buys Stock, we paid or issued to Mr. Block the following: 525,000 shares of our common stock (the “Acquisition Shares”), (b) a promissory note in the aggregate principal amount of $542,500 (the “Acquisition Note”), and (c) a promissory note in the aggregate principal amount of $600,000 (the “Three Year Note”).

The Acquisition Note and Three Year Note bear interest at the rate of 6% per annum and may not be assigned or negotiated without our consent. The principal amount of the Acquisition Note shall be due on or before ninety (90) calendar days after the Closing Date and shall be paid contemporaneously with the Company’s closing of major acquisition financing. The principal amount and accrued interest under the Three Year Promissory Note are payable in twelve (12) equal quarterly installment in immediately available United States’ funds with first payment on March 31, 2013 together with interest at the annual rate of six percent (6%) on the unpaid principal balance.

An event of default under the either the Acquisition Note or Three Year Note is deemed to have occurred if (i) we fail for any reason or for no reason to make any payment of the interest or principal under the note within ten days of the date due; (ii) we fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any material breach or default of any material provision of the note which is not cured within ten days notice of the default; or (iii) if any of the following events occurs or is commenced by or with respect to us or any of our subsidiaries (excluding Government-Buys): there shall be commenced under any applicable bankruptcy or insolvency laws, or any other proceeding is commenced under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law relating to us or there is commenced against us any bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty-one (61) days; an adjudication of insolvency or bankruptcy; any order of relief or other order approving any such case or proceeding is entered; we suffer any appointment of any custodian, private or court appointed receiver for us or a substantial part of our property which continues undischarged or unstayed for a period of sixty-one days; we make a general assignment for the benefit of creditors; we fail to pay, or shall state that we are unable to pay, or we are unable to pay, our debts generally as they become due; we call a meeting of our creditors with a view to arranging a composition, adjustment or restructuring of our debts; we expressly indicate our consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by us for the purpose of effecting any of the foregoing. Upon the occurrence of an event of default, the entire principal balance and accrued interest outstanding under the applicable note and all other obligations under the note, become immediately due and payable and interest starts accruing on the unpaid principal balance at a rate of 18% per annum or the highest rate permitted by applicable law, if lower, and the holder is entitled to seek and institute any and all remedies available to him.

[cjsun791]

Can i give my shares shares away. tired of them being in my potfolio. lol. GLTA

[louieforpar]

What don't you understand? Would you prefer to believe someone(me) that has no bias,or someone that has been compensated and will tell you this is going to $15.00?

[benchmark2]

Thank you for your comment louieforpar but I'm wondering why you are still reading this although the story is ended for you.

Once again, what is about Yorkville advisors and SEC?? Arnie1 do you know something or heard from Arne? bm

[louieforpar]

Monday, May 07, 2012 9:34:13 PM
Re: lilchoker post# 48872

Post # of 49857
i would prefer to think bigger picture.you ask why would he say that he has no money at this point.my question is this,why did he say he had revenues in the past three years when asked? and if that answer was truthfull,then how is it that he can't find money to pay the auditors?how much would that have cost?

so i believe he once again is lying,it has nothing to do with the money,because awyi has generated millions in the last three years according to arne.

the filings were not out because arne would have been to "embarassed" to let the investor know that he had been selling all the while despite his contention that he has not been.


either way you slice it that man should never have been trusted.

i truly think eventually there will be some news some how that will spell my working theory in regards to awyi's relationship to elsinore.
Respond | View Replies (2)


..........and here it is:

Please refer to my last six or so posts here and you will understand what the scammin arne has been doing.


You're money went into arne's pocket,then into elsinore...that is after he sold tons of his and his wifes shares.Remember Gary block?


Item 2.01 Completion of Acquisition or Disposition of Assets.

On November 30, 2012, Elsinore Services, Inc., a Delaware corporation (the “Company,” “we,” “our,” “us”) closed on the acquisition (the “Acquisition”) of Government-Buys, Inc. a Maryland corporation (“Government-Buys”). The Acquisition was effected pursuant to the terms of a Stock Purchase Agreement, dated effective as of November 30, 2012 (the “Stock Purchase Agreement”), by and among the Company, Government-Buys and Gary Block, the sole stockholder of Government-Buys (the "Mr. Block"), under which we acquired all of the issued and outstanding shares of capital stock of Government-Buys (the “Government-Buys Stock”).

Government-Buys and its wholly-owned subsidiary, G4 Government-Solutions, Inc., specialize in facilitating transactions between government agencies, industry partners and contractors, employing a wide array of contract vehicles and strategies to ensure a timely and efficient procurement. Contractor partners include a number of small businesses, small disadvantaged, 8(a), Service-disabled, Native American and Alaskan Native owned firms. Government-Buys’ principal executive offices are located in Bethesda, Maryland, a suburb of Washington, D.C.

As consideration for the execution of the Stock Purchase Agreement, we issued to Mr. Block 525,000 shares of our common stock (“SPA Shares”). In addition, at closing and as consideration for our purchase of the outstanding shares of Government-Buys Stock, we paid or issued to Mr. Block the following: 525,000 shares of our common stock (the “Acquisition Shares”), (b) a promissory note in the aggregate principal amount of $542,500 (the “Acquisition Note”), and (c) a promissory note in the aggregate principal amount of $600,000 (the “Three Year Note”).

The Acquisition Note and Three Year Note bear interest at the rate of 6% per annum and may not be assigned or negotiated without our consent. The principal amount of the Acquisition Note shall be due on or before ninety (90) calendar days after the Closing Date and shall be paid contemporaneously with the Company’s closing of major acquisition financing. The principal amount and accrued interest under the Three Year Promissory Note are payable in twelve (12) equal quarterly installment in immediately available United States’ funds with first payment on March 31, 2013 together with interest at the annual rate of six percent (6%) on the unpaid principal balance.

An event of default under the either the Acquisition Note or Three Year Note is deemed to have occurred if (i) we fail for any reason or for no reason to make any payment of the interest or principal under the note within ten days of the date due; (ii) we fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any material breach or default of any material provision of the note which is not cured within ten days notice of the default; or (iii) if any of the following events occurs or is commenced by or with respect to us or any of our subsidiaries (excluding Government-Buys): there shall be commenced under any applicable bankruptcy or insolvency laws, or any other proceeding is commenced under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law relating to us or there is commenced against us any bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty-one (61) days; an adjudication of insolvency or bankruptcy; any order of relief or other order approving any such case or proceeding is entered; we suffer any appointment of any custodian, private or court appointed receiver for us or a substantial part of our property which continues undischarged or unstayed for a period of sixty-one days; we make a general assignment for the benefit of creditors; we fail to pay, or shall state that we are unable to pay, or we are unable to pay, our debts generally as they become due; we call a meeting of our creditors with a view to arranging a composition, adjustment or restructuring of our debts; we expressly indicate our consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by us for the purpose of effecting any of the foregoing. Upon the occurrence of an event of default, the entire principal balance and accrued interest outstanding under the applicable note and all other obligations under the note, become immediately due and payable and interest starts accruing on the unpaid principal balance at a rate of 18% per annum or the highest rate permitted by applicable law, if lower, and the holder is entitled to seek and institute any and all remedies available to him.

[benchmark2]

Hi Arnie1 are you still in contact with Arne Dunhem? Thank you for answering...bm

[louieforpar]

Feel free to go to Elsinore services and click on the link for all the filings,interesting that you will see that Gary block is linked to Elsinore....don't say i didn't tell you so.

Also interesting that Elsinore has soooooo many filings and arne could not get one with AWYI.




STOCK PURCHASE AGREEMENT





By and Among


ELSINORE SERVICES, INC.,




GOVERNMENT-BUYS, INC.,


and


GARY BLOCK








November 30, 2012

[louieforpar]

Yes folks,this is the same 'facetime" that AWYI was said to be in business with.All the while arne was blowing smoke up the investors a**,He was making this deal with facetime.

Still don't think arnes intentions were criminal?



Quote:

Effective May 17, 2010, the Company entered into a two year services agreement with FaceTime Strategy, LLC, a marketing, public relations, database development and management company. Mr. Todd Mason, a director and a principal shareholder of the Company, is the Chairman and Chief Executive Officer, managing member, and a control person of FaceTime. Under the agreement, FaceTime has agreed to provide certain web site upgrade, development and maintenance services and web site blog, shareholder communications and maintenance, and related services for the Company for a one-time fee of $60,000 and a monthly maintenance fee of $2,500. Also, FaceTime has agreed to provide services with regard to: the preparation of the Company’s marketing kit; communication with supporting vendors in fulfillment of the Company’s client’s marketing programs; maintain software used for customer address standardization; provide the Company’s clients with access to certain system database management software, and related services for a one-time fee of $25,000 and a monthly maintenance fee of $2,500. Further, FaceTime has agreed to provide to the Company email marketing services, online survey, and tracking and graphical reporting services, electronic email mailings services, and related services for a monthly maintenance fee of $1,000. The commencement of the above services will begin upon mutual agreement between FaceTime Strategy and Elsinore Services and no services had been provided as of October 31, 2010. FaceTime has also agreed to provide the following services for the Company’s clients: campaign design and creation; strategic planning; direct response programs; market research; media buying; promotion; podcast and webcast preparation; viral marketing campaigns; social networking and media content creation and management; and related services at costs to be agreed to by the Company and FaceTime. Each of the foregoing services will commence upon the Company’s mutual agreement with FaceTime. The Company or FaceTime may terminate the agreement upon thirty days’ prior written notice by a non-defaulting party to the defaulting party in the event of an uncured default under the agreement during which period the defaulting party shall have the opportunity to cure the default. The agreement also contains certain proprietary information, confidentiality, non-disclosure and indemnification provisions.

During the nine months ended September 30, 2010, the Company received cash to fully satisfy a stock subscription in the amount of $2,000 from two of its directors. For the period June 2, 2009 (date of inception) to September 30, 2010 the Company issued 8,000,000 shares of our common stock valued at $8,000 to related parties in exchange for $8,000 in expenses incurred on behalf of the Company.

In connection with the Company’s registered initial public offering, at various times during 2010, Mr. Dunhem, CEO, President and a director of the Company, and Mr. Schauer, CFO, Senior Vice President and a director of the Company, have advanced to the Company $12,711 and $10,404, respectively, for an aggregate of $23,115 to cover certain of such offering expenses. The advances are non-interest bearing and the Company expects to repay them at the time it closes on its registered offering of which there can be no assurance.

The Company’s principal executive offices are provided to the Company on a month-by-month basis at nominal cost by Mason Media, LLC, a company controlled by Mr. Todd Mason, a director and a principal stockholder of the Company.

[louieforpar]

Monday, May 07, 2012 9:34:13 PM
Re: lilchoker post# 48872

Post # of 49857
i would prefer to think bigger picture.you ask why would he say that he has no money at this point.my question is this,why did he say he had revenues in the past three years when asked? and if that answer was truthfull,then how is it that he can't find money to pay the auditors?how much would that have cost?

so i believe he once again is lying,it has nothing to do with the money,because awyi has generated millions in the last three years according to arne.

the filings were not out because arne would have been to "embarassed" to let the investor know that he had been selling all the while despite his contention that he has not been.


either way you slice it that man should never have been trusted.

i truly think eventually there will be some news some how that will spell my working theory in regards to awyi's relationship to elsinore.
Respond | View Replies (2)

[louieforpar]

Please refer to my last six or so posts here and you will understand what the scammin arne has been doing.


You're money went into arne's pocket,then into elsinore...that is after he sold tons of his and his wifes shares.Remember Gary block?


Item 2.01 Completion of Acquisition or Disposition of Assets.

On November 30, 2012, Elsinore Services, Inc., a Delaware corporation (the “Company,” “we,” “our,” “us”) closed on the acquisition (the “Acquisition”) of Government-Buys, Inc. a Maryland corporation (“Government-Buys”). The Acquisition was effected pursuant to the terms of a Stock Purchase Agreement, dated effective as of November 30, 2012 (the “Stock Purchase Agreement”), by and among the Company, Government-Buys and Gary Block, the sole stockholder of Government-Buys (the "Mr. Block"), under which we acquired all of the issued and outstanding shares of capital stock of Government-Buys (the “Government-Buys Stock”).

Government-Buys and its wholly-owned subsidiary, G4 Government-Solutions, Inc., specialize in facilitating transactions between government agencies, industry partners and contractors, employing a wide array of contract vehicles and strategies to ensure a timely and efficient procurement. Contractor partners include a number of small businesses, small disadvantaged, 8(a), Service-disabled, Native American and Alaskan Native owned firms. Government-Buys’ principal executive offices are located in Bethesda, Maryland, a suburb of Washington, D.C.

As consideration for the execution of the Stock Purchase Agreement, we issued to Mr. Block 525,000 shares of our common stock (“SPA Shares”). In addition, at closing and as consideration for our purchase of the outstanding shares of Government-Buys Stock, we paid or issued to Mr. Block the following: 525,000 shares of our common stock (the “Acquisition Shares”), (b) a promissory note in the aggregate principal amount of $542,500 (the “Acquisition Note”), and (c) a promissory note in the aggregate principal amount of $600,000 (the “Three Year Note”).

The Acquisition Note and Three Year Note bear interest at the rate of 6% per annum and may not be assigned or negotiated without our consent. The principal amount of the Acquisition Note shall be due on or before ninety (90) calendar days after the Closing Date and shall be paid contemporaneously with the Company’s closing of major acquisition financing. The principal amount and accrued interest under the Three Year Promissory Note are payable in twelve (12) equal quarterly installment in immediately available United States’ funds with first payment on March 31, 2013 together with interest at the annual rate of six percent (6%) on the unpaid principal balance.

An event of default under the either the Acquisition Note or Three Year Note is deemed to have occurred if (i) we fail for any reason or for no reason to make any payment of the interest or principal under the note within ten days of the date due; (ii) we fail to observe or perform any other covenant, agreement or warranty contained in, or otherwise commit any material breach or default of any material provision of the note which is not cured within ten days notice of the default; or (iii) if any of the following events occurs or is commenced by or with respect to us or any of our subsidiaries (excluding Government-Buys): there shall be commenced under any applicable bankruptcy or insolvency laws, or any other proceeding is commenced under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency or liquidation or similar law relating to us or there is commenced against us any bankruptcy, insolvency or other proceeding which remains undismissed for a period of sixty-one (61) days; an adjudication of insolvency or bankruptcy; any order of relief or other order approving any such case or proceeding is entered; we suffer any appointment of any custodian, private or court appointed receiver for us or a substantial part of our property which continues undischarged or unstayed for a period of sixty-one days; we make a general assignment for the benefit of creditors; we fail to pay, or shall state that we are unable to pay, or we are unable to pay, our debts generally as they become due; we call a meeting of our creditors with a view to arranging a composition, adjustment or restructuring of our debts; we expressly indicate our consent to, approval of or acquiescence in any of the foregoing; or any corporate or other action is taken by us for the purpose of effecting any of the foregoing. Upon the occurrence of an event of default, the entire principal balance and accrued interest outstanding under the applicable note and all other obligations under the note, become immediately due and payable and interest starts accruing on the unpaid principal balance at a rate of 18% per annum or the highest rate permitted by applicable law, if lower, and the holder is entitled to seek and institute any and all remedies available to him.