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 and Exchange Act of 1934
 
Date of Report (date of earliest event reported):   April 20, 2009


SPARKING EVENTS, INC.
(Exact name of registrant as specified in its charter)
 
 
Nevada 
 
 333-148005
 
20-8009362
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)

   
112 North Curry Street
Carson City, NV
89703-4934
 
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:
(775) 321-1013

(Former name or former address, if changed since last report)


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 ( see General Instruction A.2. below):

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

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

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

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 

 

SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 
 
This current report on Form 8-K (this Report) contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (the Securities Act) and Section 21E of the Securities Exchange Act of 1934 (Exchange Act). The forward-looking statements are only predictions and provide our current expectations or forecasts of future events and financial performance and may be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology, though the absence of these words does not necessarily mean that a statement is not forward-looking. The forward-looking statements are based on current views with respect to future events and financial performance. Actual results may differ materially from those projected in the forward-looking statements. The forward-looking statements are subject to risks, uncertainties and assumptions, including, among other things those:
 
 
associated with the relative success of sales, marketing and product development;
 
 
competition, including price competition; and
 
 
general economic and business conditions.
 
 
2

 

ITEM 2.01
 
1.  CHANGES IN CONTROL OF REGISTRANT
 
The disclosures set forth under Item 2 are incorporated by reference into this Item 1.
 
2.  COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
 
Acquisition Of APlus International, Ltd.
 
On April 20, 2009, Sparking Events, Inc. (the “Company” or the “Registrant”) acquired APlus International, Ltd. a privately owned Nevada limited liability company (“APlus”), pursuant to an Agreement and Plan of Share Exchange (the “Exchange”).  APlus was organized under the laws of the State of Nevada on April 12, 2005.  APlus is a holding company whose principal operating companies design, manufacture, market and sell advanced lighting solutions, including light emitting diode (LED) lighting and other energy-saving lighting in Taiwan.  Upon consummation of the Exchange, the Registrant adopted the business plan of APlus.
 
Pursuant to the terms of the Exchange, Sparking Events, Inc. acquired APlus International, Ltd. in exchange for an aggregate of 5,333,334 newly issued shares (the “Exchange Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), resulting in an aggregate of 5,793,334 shares of Common Stock issued and outstanding. As a result of the Exchange, APlus International, Ltd. became a wholly-owned subsidiary of Sparking Events, Inc.  Sparking Events, Inc. shares were issued to the APlus International, Ltd.  In addition, our principal stockholder, Adam Borges Dos Santos agreed to retire his 9,000,000 shares of Common Stock.  The Registrant also issued 111,667 shares of Common Stock for services rendered to a finder in connection with the Exchange resulting in an aggregate of 5,905,001 shares of Common Stock issued and outstanding.
 
Also on April 20, 2009, following the Exchange, the Board of Directors of the Registrant approved an amendment to the Registrant’s Articles of Incorporation increasing the number of authorized shares of common stock from 75,000,000 to 225,000,000 and concurrently affecting a three for one (3:1) forward-split of the Registrant’s issued and outstanding shares of Common Stock.  Further, on April 22, 2009 a majority of shareholders of Sparking Events, Inc. approved an amendment to the Registrant’s articles of incorporation to change the name of the Registrant to Xodtec Group USA, Inc. and the creation of 10,000,000 shares of blank check pefreed stock.  Upon the filing of a Definitive Information Statement and effectiveness of the name change, the Company intends to apply to the National Association of Security Dealers to change its stock symbol on the Over the Counter Bulletin Board.
 
At the effective time of the Exchange, our board of directors was reconstituted by the resignation of Mr. Adam Borges Dos Santos   from his role as sole principal officer and director, and the appointment of Yao-Ting (Curtis) Su, Chao-Wu (Mike) Chou and Hui-Yu (Rachel) Che as directors. Our executive management team also was reconstituted following the resignation of  Mr. Dos Santos as APlus’ president, and new officers were appointed in place of our former officers. See “ Directors and Executive Officers, Promoters and Control Persons.

On April 22, 2009 the Registrant entered into a Financial Advisory Agreement with Unise Investment Corp. to provide financial consulting services in consideration for 111,667 shares of Common Stock.  Further, on April 23, 2009, the Registrant sold warrants exercisable into 200,000 shares of Common Stock at the exercise price of $0.65 per share and expiring in 6 months, warrants exercisable into 500,000 shares of Common Stock at the exercise price of $1.00 per share and expiring in 2 years and warrants exercisable into 800,000 shares of Common Stock at the exercise price of $1.50 per share and expiring in 2 years.
 
Following the issuance of the Exchange Shares and the retirement of Mr. Dos Santos’ shares, the former members of APlus now beneficially own approximately 92% of the outstanding shares of our Common Stock. Accordingly, the Exchange represents a change in control. As of the date of this report, there are 6,016,668 shares of Common Stock issued and outstanding .  For financial accounting purposes, the acquisition was a reverse acquisition of Sparking Events, Inc. by APlus International, Ltd., under the purchase method of accounting, and was treated as a recapitalization with APlus International, Ltd. as the acquirer. Upon consummation of the Exchange, Sparking Events, Inc. adopted the business plan of APlus International, Ltd.

 
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PART 1
 
DESCRIPTION OF BUSINESS
 
OVERVIEW
 
Sparking Events, Inc. (“Sparking Events,” “the Company”, “us”, “our” or “we,”) was incorporated in the State of Nevada as a for-profit company on November 29, 2006 and established a fiscal year end of February 28. We are a development-stage company organized to enter into the special event, concert production and martial arts promotion industry.  As a result of the Exchange with APlus International, Ltd., we have adopted the business plan of APlus, and now design, manufacture, market and sell advanced lighting solutions, including light emitting diode (LED) lighting and other energy-saving lighting.  We offer a wide range of technically innovative indoor white light, color-changing and outdoor lighting solutions that are used for applications in public, commercial, architectural, residential, gardening, and entertainment markets. Our solutions provide many benefits over traditional incandescent, halogen, fluorescent, and compact fluorescent (CFL) light sources, including lower energy consumption, longer life spans, and absence of hazardous materials, lower maintenance costs and greater design flexibility.
 
Our advanced LED lighting solutions are based on proprietary designs and patented technologies associated with industrial design, electrical, optical, mechanical and thermal engineering. We have developed domain expertise and applications knowledge for end-user requirements in diverse markets. As a result, we are able to offer total lighting solutions, which provide better performance and lower overall cost to users.
 
According to Freedonia Group, a market research company, the global lighting industry is estimated to be approximately $120 billion in 2012 and the average growth rate will be around 5% annually. On the contrary, iSupply, another market research company, predicts that the compound annual growth rate (CAGR) for LED lighting will be up to 14.6% during 2008 to 2012. The lighting fixtures include a variety of technologies, such as incandescent, fluorescent, halogen, high intensity discharge (HID), neon, compact inflorescent (CFL) and advanced lighting solutions (LED lighting, OLED lighting and others). Product selection for users is influenced several factors, including overall cost, visual and physical product features, as well as regulatory and environmental factors. With rapid advancements in the performance, efficiency and cost of LED-based solutions, traditional light sources, such as incandescent lamps and fluorescent lamps, are beginning to be replaced by advanced technologies with lower overall costs over their life spans. Furthermore, the energy-efficient nature of LED makes it an environmentally friendly light source and its compact size has given the design of lighting fixtures with much more flexibilities and possibilities. A-Plus believes that our innovative LED lighting solutions are well positioned to increasingly displace traditional lightings in our targeted markets.
 
A-Plus international Ltd. offers a broad portfolio of LED lighting solutions. Our LED lighting products include outdoor lights, indoor white lights, and indoor accent lights. We also offer LED-based signage,  head-up displays (HUDs) and tail lights for cars. These products are marketed under Xodtec and Danhui (primarily in Taiwan and China market) brands. End-users utilize our lighting products for interior and exterior lighting to provide illumination and to create accent visual effects which are superior to traditional lighting sources.
 
We organize our company by business divisions and functional divisions, each with a specific function and market focus, in order to accelerate the adoption of our LED lighting solutions in a number of markets. Strong links with our sales outlets enable us to educate a broad audience about the benefits of our LED lighting solutions. These relationships also allow us to increasingly sell our LED lighting solutions to end markets and quickly collect market responses. We believe that we can advance our goal of becoming one of the leading providers of energy-efficient lighting solutions by investing in our technology position, developing new innovative products, and leveraging the strengths of our sales outlets.
 
The Lighting Industry
 
According to the Freedonia Group, the estimated global lighting industry revenue of $120 billion in 2012 is divided between two major product categories, fixtures and light lamp. The fixtures category includes all apparatuses, fixtures and systems, while light lamps consist of the replaceable devices that emit light. Fixtures are constructed from metal, glass or plastic and are available in a range of decorative styles for residential, commercial and industrial applications. Traditional light lamps include incandescent, fluorescent, halogen and HID products. For energy consumption concerns, traditional incandescent lamps are being prohibited by more and more countries. For residential applications within the general illumination market, inexpensive halogen lamps and traditional fluorescent tubes are preferred choice, but expensive compact fluorescent lamps (CFLs) are getting more popular. For commercial applications, more expensive and durable fluorescent and HID bulbs and fixtures have the largest market share.

 
4

 

In most Asian countries, lighting manufacturers sell products through either manufacturer’s representatives, electrical supply representatives or an internal sales force to electrical wholesale distributors. The distributors then market products to electrical contractors and other end-users. Representatives also have direct contact with lighting designers, electrical engineers, architects and general contractors that influence buying decisions. The manufacturer’s representatives often provide value added services, such as product promotion or design and implementation assistance. The ability of smaller companies to compete against larger more established rivals is heavily rooted in their capacity to leverage their unique product portfolios and customer service to garner maximum productivity from each representative.
 
Historically, large global competitors focused almost exclusively on the general illumination market because of their advantage in purchasing power, manufacturing volume and distribution efficiency, while smaller industry participants generally competed in niche markets primarily by offering specialized products and superior customer service to their regions. However, the evolution of solid state lighting solutions has enabled smaller companies to penetrate and compete in the larger general illumination market.
 
LED Lighting Industry Trends
 
LEDs are semiconductor-based devices that emit light. As the cost of LEDs decreases and their performance improves, we expect that they will continue to compete more effectively in the general illumination market versus traditional lighting. According to the survey made by Strategies Unlimited, there were over $1.86 billion of LED lighting products sold in 2008 and the compound annual growth rate (CAGR) during 2009 to 2012 will be around 28% -- a figure which is forecasted to grow to $5 billion by 2012. Specialist in Business Information (SBI), another market research company, even predicts to grow up to $14 billion in 2013. The Company believes the LED lighting industry may experience the following trends:
 
Technological innovations expand LED functionalities . Since its introduction in the 1960s, LED has offered an increasingly wide variety of colored lighting. The initial applications of LEDs included traffic lights, automotive brake lights and indicator lights. In the mid-1990s, LEDs became capable of emitting blue light. In 1993, GaN series blue light LED was developed, white light LED then become a feasible product.
 
White light refers to the light obtained by mixing many lights of different colors, such as second wavelength long light (blue light + yellow light) or third wavelength light (blue light + green light + red light). White light LED technology can effectively save energy and reduce the emission of carbon dioxide when use in general lighting. Thus, with the increasing awareness in environmental protection, lighting devices using white light LED as the light source will proliferate dramatically.
 
Advancements in LEDs’ performance stimulate adoption in general lighting . Technological advancements in LED lighting have resulted in a new breed of LEDs that can meet specifications previously only satisfied by traditional lighting sources. LED lighting solutions were historically regarded as expensive in relation to their delivered light output.
 
In an effort to lower energy consumption, lighting companies are focused on increasing the luminous flux -- lumens per watt. Traditional incandescent lighting sources can produce between 10 and 35 lumens per watt, while fluorescent and HID light sources can produce output near 100 lumens per watt. Today’s LEDs have overwhelmed incandescent performance and are exceeding 100 lumens per watt, making them comparable to and even exceeding fluorescent and HID light sources.

 
5

 

Unique capabilities of LEDs broaden applications and create new lighting alternatives . Key LED features, including quality of light output, long life, low power consumption, low heat output and full digital control are accelerating adoption and expanding market opportunities. Additional attributes, including design flexibility, color-changing effects, digital dimming capabilities, remote control, smaller size and rapid start-up time are creating new lighting applications for LEDs in commercial, architectural, residential, and entertainment markets.
 
High energy costs and conservation efforts drive LED adoption . According to a statistics, lighting applications contribute about 22% of all energy consumption. High energy costs have resulted in increased demand for more energy-efficient lighting solutions, which has inspired a natural shift to LEDs. LED lighting technology is inherently more energy-efficient and can result in more than 80% and 50% in power savings over traditional incandescent and fluorescent solutions, respectively. In addition, unlike other alternatives such as compact fluorescent bulbs (CFL), LED lighting solutions are free of hazardous materials such as mercury, which can be harmful to the environment.
 
Regulatory influences spur market adoption of energy-efficient LED lighting . Government regulations, such as initiatives by the United States Department of Energy and the Environmental Protection Agency’s EnergyStar Certification Program, are driving adoption of more energy-efficient lighting solutions. EnergyStar sets industry-wide international standards for lighting products that outline efficiency and performance criteria, helping manufacturers promote their products and consumers better understand lighting products. Legislation and the trend toward environmental consciousness are critical drivers of lighting demand, as governments, industry associations, and industrial and residential consumers move toward employing lighting solutions that comply with regulatory requirements, conserve energy and present no threat to the environment when disposed.
 
Our Competitive Advantages
 
We believe the following strengths of our company provide us with competitive advantages in the marketplace:
 
Industry leading, energy-efficient and environmentally conscious lighting solutions. In addition to our robust line-up of Ares series white light LED products, we have added a variety of color-changing lighting solutions -- the Venus series. Further, we have recently introduced our Apollo series of outdoor lighting solutions The Apollo series street lamps have been installed in several locations since March 2008. According to our recent measurement, the luminous decay over 1 year is less than 2%.
 
Proprietary technologies . We own proprietary technology on the remote control chip and digital dimming. These technologies allow us to continue developing featured and robust indoor lighting products. We plan to continue making strategic investments in intellectual property through ongoing engineering expenditures, industry partnerships, licensing arrangements and the pursuit of complementary businesses, such as energy-saving control companies. These initiatives are designed to allow us to enhance our intellectual property portfolio, improve existing products, rapidly introduce new products to fill identified needs, and address new applications and markets. We believe our ability to successfully develop and produce new products will allow us to magnify our market opportunity and enhance our market position.
 
Reliable, high quality and cost competitive products. We design, manufacture and sell high quality, reliable, and cost competitive products. For example, our color-changing accent light solutions are designed to allow home users using remote controller to changing colors or setting control schemes. We achieve this by embedding our proprietary remote control chip into our light products. To guarantee reliable and high quality products, we produce our products in ISO 9001-accredited factories. To deliver cost competitive solutions, we invest in technology advancements, leverage purchasing volume, capitalize on strategic vendor relationships and migrate high volume products to our automated manufacturing process.
 
Wide range of LED lighting solutions. We offer a wide range of LED lighting solutions to the market. This includes over 50 distinct product types targeted at four distinct markets. We have expanded our LED product lines to include a range of white light solutions for commercial, residential and entertainment lighting applications. We believe the combination of our broad product line, our extensive engineering and manufacturing know-how, and deep knowledge of our target markets are highly valued by customers and are key to our ongoing success.

 
6

 

Experienced management team. Our senior management team includes individuals with diverse backgrounds and broad experience. We are led by our Chief Executive Officer, Mike Chou, an industry veteran with over 27 years of IT industry experience and our Chief Technology Officer, Ming Yu, with over 17 years of industrial control, networking, and LED design experience. Our management team has demonstrated the ability to drive organic growth and pursue the operational excellence of the company.
 
Our Growth Strategy
 
Our objective is to become one of the leading providers of energy-efficient lighting solutions. Key elements of our growth strategy include:
 
Capitalizing on opportunities in our target markets. We believe there is a growing need for unique advanced lighting solutions across our target markets, which include applications in the commercial, architectural, residential, entertainment, signage and consumer markets. We expect to continue to introduce innovative LED
 
Lighting products as we believe there exists significant opportunities to grow market share. By introducing new products and expanding sales of existing products, we believe that we can significantly improve operational efficiency by reducing our cost of materials, components and manufacturing. Expanding our products and increasing our sales also allow us to gain additional leverage from sales representatives within our distribution network.
 
Expanding our white light LED product line-up . Based on our proprietary technologies on the LED lighting product design, we are expanding our white light LED product line-up for general illumination. We believe our Ares series of white light LED lighting products have some of the most unique features and one of the highest efficacy levels in the industry. We also incorporate digital dimming function which works perfectly. We expect that our white light LED solutions will be highly attractive alternatives to traditional lighting solutions and other competitive LED offerings and will eventually provide a significant portion of our future revenue.
 
Expanding our color-changing LED product line-up . Based on our proprietary control technology, our existing accent lighting products can allow users to change colors or brightness by using remote controller or switch. We are expanding our accent LED product line-up by providing some luminaries which are designed to fit into the modern living environment. We believe our Ares series of accent lighting products have some of the most unique features which can revolute the life styles of most families.
 
Developing and protecting our intellectual property. We have devoted significant resources to building an advanced research and development team for developing complimentary intellectual property to expand our portfolio of advanced lighting technologies. Securing and defending intellectual property related to the design, manufacture and application of advanced lighting technology is expected to be a key element of our existing and future business. We believe that our growing intellectual property portfolio will create licensing opportunities in the future and intend to explore these potential opportunities. The strength of our intellectual property portfolio allows us to compete on the basis of our technology, which we believe gives us an advantage over many of our larger competitors.
 
Leveraging the strength of our distribution network. We have an independent global sales and distribution network. In Taiwan, we have over 200 franchised stores and service stations selling our products to end users directly. We are copying the successful model to the international markets and expect to nominate over 30 distributors in over 20 countries. We expect these and other industry relationships will be a significant source of operational leverage as we introduce new products and scale our business.
 
Products
 
We offer a wide range of LED lighting solutions. Our company is organized by business divisions, each with a specific function or sales territory in order to broaden the adoption of our LED lighting solutions. By combining the efforts of all of these business divisions, we are able to offer complete solutions to our customers and leverage synergies across market segments. Our products are marketed primarily under Xodtec and Danhui brands. End-users utilize our products for interior and exterior lighting to provide illumination and/or create ambience and unique visual effects superior to traditional lighting.
 
 
The following table provides a summary overview of our products:
 
 
TARGET
MARKET(S)
 
FEATURES /
BENEFITS
 
           
Apollo series outdoor LED
 
Lighting
 
Street lamps, garden, and architectural lighting
 
Extended life, low energy consumption, low maintenance cost, thermal efficiency,  light weight
 
           
Ares series indoor white light
 
LED Lighting
 
Commercial, architectural, institutional, hospitality, and residential lighting
 
Extended life, low energy consumption, size, white light,  fixed-color and dimmable, fit standard incandescent fixtures
 
           
Venus series indoor color-changing LED
 
Lighting
 
Residential and entertainment lighting
 
Extended life, low energy consumption, fit standard incandescent fixtures, remote or switch dimmable/control  color- changing capabilities
 
           
Shinex series general LED lighting
 
Signage, car head-up display, car tail light, and gaming console
 
High resolution (signage), easy to install (head-up display)
 
 
Competition
 
The Company currently faces competition from both traditional lighting companies that provide general lighting products, such as fluorescent and compact fluorescent lighting, and from companies that are engaged in providing LED lighting products. In general, we compete with both groups on the basis of design, innovation, costs, safety issues, sales and marketing, and selling price.
 
We compete with traditional lighting companies in the general illumination market. Our LED lighting products tend to be alternatives to traditional lighting sources for applications within the commercial market. In these markets, we compete on the basis of energy savings, lamp life and durability.
 
Additionally, we compete with LED lighting companies that offer competing LED lighting products. In these markets, we compete on the basis of design, innovation, light quality, safety issues, price, product quality and brightness.

 
8

 

We believe that we can compete favorably in our markets, based on the following factors:
 
 
unique and proprietary technologies;
 
 
wide range of high-quality product offerings;
 
 
ability to offer standard and custom products that meet customers’ needs at a competitive cost;
 
 
capability to provide total lighting solutions, including lamps, luminaries, and implementation to fulfilling customers’ demand;
 
 
excellence in customer service and support; and
 
 
recruitment and retention of qualified personnel, particularly engineers.
 
We expect our markets to remain competitive and to reflect rapid technological evolution and continuously evolving customer and regulatory requirements. Our ability to remain competitive depends in part upon our success in developing new and enhanced advanced lighting solutions and introducing these systems at competitive prices on a timely basis.
 
Sales and Marketing
 
We believe our sales and marketing efforts have established our reputation for providing innovative solutions that meet our customers’ needs in a timely, cost-efficient manner. Our ability to leverage our distribution network will be an important factor in our continued success. The sales and marketing of our products largely depends upon the type of offering, location and target market.
 
The breakdown of our LED lighting Products’ sales and marketing coverage by market is as follows:
 
  
Description
   
Architectural garden, and public lighting
 
  
We currently market and sell our Apollo series of LED outdoor lighting products and solutions through our sales teams and individual lighting agencies. The independent lighting agencies approach government, constructors, and public lighting design houses by learning their demands and providing our lighting product specifications to them
   
Commercial and residential lighting
  
We market and sell our indoor lighting products through our franchised stores, service stations, and interior decorator to end users. We believe these distribution outlets allows us to better serve our customers, as well as offer services such as the bundling of product and installation.
 
We have recently reorganized our international sales organization to more aggressively penetrate global markets outside of Taiwan. This team is approaching local distributors in each country by introducing our successful model in Taiwan to them. We expect this approach can allow us to penetrate into international markets successfully and expands our business scale.
 
9

 
The breakdown of our LED lighting Products, Energy efficiency solution, and localization service, the total sales and marketing coverage by market is as follows:
 
  Market Applications
 
Description
     
Architectural garden, and public lighting
 
We currently market and sell our Apollo series of LED outdoor lighting products and solutions through our sales teams, franchise channels, public project management channels. Public project management channels approach government, constructors, and public lighting design houses by learning their demands and providing our lighting product specifications to them.
     
Commercial and residential lighting
 
We market and sell our indoor lighting products through our franchised stores, service stations, and interior decorator to end users. We believe these distribution outlets allows us to better serve our customers, as well as offer services such as the bundling of product and installation.
     
Energy efficiency solution.
 
 Our energy efficiency solution including energy efficiency engineering and program management. We offer a full spectrum of engineering and total solution services required to complete facility energy management projects. We are one of the few in this region capable of integrating energy saving opportunity assessment, program design, program management, implementation with turn-key engineering and construction services, and performance contract with financial solution arrangement. The solution is tailor-made to meet the customer’s best interest.
 
Our service including commercial office buildings, college and high school campuses, hospitals, hotels, retail stores, high technology, light industrial, and water/wastewater treatment facilities.
 
In addition to, facility energy use optimization assessment, we also built up its energy saving technical competence in areas such as power metering and management, chillers and chiller plants, HVAC systems, automated electricity demand management systems, and air compressors. Two potential energy optimization products, one for air compressors and one for facility automated demand management system, are also under development and expected to be commercialized in the near future.
     
Localization Service
 
Our globalization services span industries worldwide and include adaptation of marketing strategies to regional requirements specialized in energy saving and IT sectors, such as energy saving industry, energy sources, material, gas industry, automobile, lighting, pollution.
 
Our localization service follow the localization process of adapting software and accompanying materials to suit a target-market locale with the goal of making the product "transparent" to that locale, so that native users would interact with it as if it were developed there and for that locale alone.
 
Our software localization solutions are geared specifically for software targeting global markets. We assist software developers deliver professional and culturally sensitive localized software faster to the market than their competition, at a competitive price.
 
Our hardware experienced localization solution helps leading hardware and equipment manufacturers deliver professionally localized products faster to the market than their competition and at a competitive price.

Manufacturing and Suppliers
 
We produce our advanced lighting solutions through outsourced manufacturing and assembly. For LED lighting systems, we engineer and design our products, while much of the manufacturing is performed by select qualified vendors. All LEDs used in our LED lighting products and systems are purchased from manufacturers third-party in Asia and the United States.

 
10

 

Many of our core components and sub-assemblies are purchased from third party suppliers. We have selected suppliers based on their ability to consistently produce these products per our specifications, ensuring the best quality product at the most cost effective price.
 
Research and Product Development
 
The general focus of our research and development team is the design and integration of electronics, optics and thermal management solutions to create advanced lighting products. Through these efforts, we seek to enhance our existing products, design new products and develop solutions for customer applications. We believe that our responsiveness to customer demands differentiates us from many of our competitors, as we rapidly introduce new products to address market needs. We intend to expand our research and development team as we believe that increased levels of spending on research and development will be necessary to successfully develop advanced lighting products that will have the brightness of traditional lighting systems while being offered at acceptable prices.
 
Employees
 
As of April 24, 2009, we have approximately 50 employees. We enjoy good employee relations. None of our employees are members of any labor union, and we are not a party to any collective bargaining agreement.
 
CORPORATE INFORMATION 
 
The Company's corporate headquarters are located at 335 W. Spring Mountain Road, #18, Las Vegas, Nevada 89102.
 
The Company’s Taipei, Taiwan headquarters are located at 2F., No.139, Jian 1st Rd., Jhonghe City, Taipei County 235, Taiwan (R.O.C.). The Company's telephone number is (886) 2 – 2228-6276.

 
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RISK FACTORS
 
Investing in the Company's common stock involves a high degree of risk. Prospective investors should carefully consider the risks described below, together with all of the other information included or referred to in this Current Report on Form 8-K, before purchasing shares of the Company's common stock. There are numerous and varied risks, known and unknown, that may prevent the Company from achieving its goals. The risks described below are not the only ones the Company will face. If any of these risks actually occur, the Company's business, financial condition or results of operation may be materially adversely affected. In such case, the trading price of the Company's common stock could decline and investors in the Company's common stock could lose all or part of their investment. 
 
Risks Specific to Us 
 
Downturns in general economic and market conditions could materially and adversely affect our business.
 
Lighting industry, especially residential lighting market is greatly affected by the economic downturns.  The sale of our lighting products is related to the quantity of new building construction and renovation. Decline in housing transactions causes less demand for lighting products and conservative shopping habits learned during economic downturns means people have less desires to try advanced LED lighting products.
 
In addition, our outdoor lighting products are mainly sold through government tender bids and installed in public areas such as parks, rapid railway stations, highways and other public buildings will likely be materially. If these municipalities have less funds budgeted fro these projects as a result of general economic conditions, sales of our outdoor lighting products the government budgeting which is inevitably influenced by general economic downturns.
 
If our lighting solutions do not gain expected market acceptance, prospects for our sales revenue and profit may be affected.
 
The public’s relative unfamiliarity with LED lighting products may slow their market acceptance. Potential customers for our advanced lighting systems may be reluctant to adopt these as alternatives to traditional lighting technologies because of their higher initial cost to achieve comparable light output
 
Obstacles to widespread adoption of LED lighting solutions include the comparatively high cost of high brightness white LEDs and the need for further advances in brightness, light quality, efficiency and the predicted life of the LEDs before they require replacement. The future development of the attractiveness to potential customers may depend on such innovation of high quality LEDs.
 
If we are not able to compete effectively with other competitors, our prospects for future growth will be jeopardized.
 
There is significant competition in the lighting industry with more established companies We are not only competing with other LED lighting solution providers but also with companies offering traditional lighting products, which are usually more established and have greater resources to devote to research and development, manufacturing and marketing than we have.
 
White light is the most popularly utilized light in our environment and therefore the white light market is the most attracted market to large companies such as General Electric, Osram and Philips Electronics. These companies have advantages of global marketing capabilities and substantially greater resources to devote to research over than companies with scope like us.
 
Our competitors may promote lighting solutions which are more readily accepted by customers than our products and maybe required to reduce the prices of our products in order to remain competitive.

 
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If critical components become unavailable or contract manufacturers delay their production, our business will be negatively impacted.
 
Stability of component supply is crucial to determine our manufacturing process. As some critical components, such as LEDs, are supplied by certain third party component manufacturers, we may be unable to acquire necessary amounts of key components at competitive prices.
 
Outsourcing the production of certain parts and components is one way to reduce manufacturing costs. We have selected these particular manufacturers based on their ability to consistently produce these products according to our requirements and ensure the best quality product at the most cost effective price. Contrarily, the loss of all or one of these suppliers or delays in obtaining shipments could have a adverse effect on our operations until an alternative supplier could be found, if one may be located at all.  This may cause us to breach our contracts and lose sales.
 
If our contract manufacturers fail to meet our requirements for quality, quantity and timeliness, our business growth could be harmed.
 
We design and procure key components (such as LEDs) and outsource our products to contract manufacturers. These manufacturers procure most of the raw materials for us and provide all necessary facilities and labor to manufacture our products. If these companies are to terminate their agreements with us without adequate notice, or fail to provide the required capacity and quality on a timely basis, we would be unable to process and deliver our lighting products to our customers.
 
If we fail to successfully manage our relationships with our distributors and customers, we could lose revenues.
 
Most of our products are sold through our distributors and franchise stores, which other provide the first-line technical support to end-users. If these distributors and franchised stores do not feel confident about our products/supports, they may seek to change their terms with us, or alter their ordering patterns with us which there could be a significant impact on our revenue and profits.
 
Our products could contain defects or they may be installed or operated incorrectly, which could reduce sales of those products or result in claims against us.
 
Although we have experienced quality control and assurance personnel and established thorough quality assurance practices to ensure good product quality, defects still may be found in the future in our existing or future products.
 
End-users could lose their confidence in our products and company when they unexpectedly use defective products. This could result in loss of revenue, loss of profit margin, or loss of market share. Moreover, these defects could cause us to incur significant warranty, support and repair costs, and harm our relationship with our customers.
 
If we are unable to recruit and retain qualified personnel, our business could be harmed.
 
Our growth and success highly depend on qualified personnel. So we are inevitable to make all efforts to recruit and retain skilled technical, sales, marketing, managerial, manufacturing, and administrative personnel. Competitions among the industry could cause us difficultly to recruit or retain a sufficient number of qualified technical personnel, which could harm our ability to develop new products. If we are unable to attract and retain necessary key talents, it definitely will harm our ability to develop competitive product and keep good customers and could adversely affect our business and operating results.
 
Risks Related to the Securities Markets and Investments in Our Common Stock  
 
Because our common stock is quoted on the "OTCBB," your ability to sell your shares in the secondary trading market may be limited.  
 
Our common stock is currently quoted on the over-the-counter market on the OTC Electronic Bulletin Board. Consequently, the liquidity of our common stock is impaired, not only in the number of shares that are bought and sold, but also through delays in the timing of transactions, and coverage by security analysts and the news media, if any, of our company. As a result, prices for shares of our common stock may be lower than might otherwise prevail if our common stock was quoted and traded on Nasdaq or a national securities exchange. 

 
13

 

Because our shares are "penny stocks," you may have difficulty selling them in the secondary trading market.  
 
Federal regulations under the Securities Exchange Act of 1934 regulate the trading of so-called "penny stocks," which are generally defined as any security not listed on a national securities exchange or Nasdaq, priced at less than $5.00 per share and offered by an issuer with limited net tangible assets and revenues. Since our common stock currently is quoted on the "OTCBB" at less than $5.00 per share, our shares are "penny stocks" and may not be traded unless a disclosure schedule explaining the penny stock market and the risks associated therewith is delivered to a potential purchaser prior to any trade. 
 
In addition, because our common stock is not listed on Nasdaq or any national securities exchange and currently is quoted at and trades at less than $5.00 per share, trading in our common stock is subject to Rule 15g-9 under the Securities Exchange Act. Under this rule, broker-dealers must take certain steps prior to selling a "penny stock," which steps include: 
 
 
obtaining financial and investment information from the investor;
 
 
obtaining a written suitability questionnaire and purchase agreement signed by the investor; and
 
 
providing the investor a written identification of the shares being offered and the quantity of the shares. 
 
If these penny stock rules are not followed by the broker-dealer, the investor has no obligation to purchase the shares. The application of these comprehensive rules will make it more difficult for broker-dealers to sell our common stock and our shareholders, therefore, may have difficulty in selling their shares in the secondary trading market. 
 
Our stock price may be volatile and your investment in our common stock could suffer a decline in value.  
 
As of April 20, 2009, there have been no trading activities in the Company’s common stock.  There can be no assurance that a market will ever develop in the Company’s common stock in the future.  If a market does not develop then investors would be unable to sell any of the Company’s common stock likely resulting in a complete loss of any funds therein invested .
 
Should a market develop, the price may fluctuate significantly in response to a number of factors, many of which are beyond our control. These factors include: 
 
 
acceptance of our products in the industry;
 
 
announcements of technological innovations or new products by us or our competitors;
 
 
government regulatory action affecting our products or our competitors' products in both the United States and foreign countries;
 
 
developments or disputes concerning patent or proprietary rights;
 
 
economic conditions in the United States or abroad;
 
 
actual or anticipated fluctuations in our operating results;
 
 
broad market fluctuations; and
 
 
changes in financial estimates by securities analysts. 

 
14

 

A registration of a significant amount of our outstanding restricted stock may have a negative effect on the trading price of our stock.  
 
At April 20, 2009,shareholders of the Company had approximately 18,035,000 post-split adjusted shares of restricted stock, or 92.3% of the outstanding common stock. If we were to file a registration statement including all of these shares, and the registration is allowed by the SEC, these shares would be freely tradable upon the effectiveness of the planned registration statement. If investors holding a significant number of freely tradable shares decide to sell them in a short period of time following the effectiveness of a registration statement, such sales could contribute to significant downward pressure on the price of our stock. 
 
We do not intend to pay any cash dividends in the foreseeable future and, therefore, any return on your investment in our capital stock must come from increases in the fair market value and trading price of the capital stock.
 
We have not paid any cash dividends on our common stock and do not intend to pay cash dividends on our common stock in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business. Any credit agreements, which we may enter into with institutional lenders, may restrict our ability to pay dividends. Whether we pay cash dividends in the future will be at the discretion of our board of directors and will be dependent upon our financial condition, results of operations, capital requirements and any other factors that the board of directors decides is relevant. Therefore, any return on your investment in our capital stock must come from increases in the fair market value and trading price of the capital stock.
 
We may issue additional equity shares to fund the Company's operational requirements which would dilute your share ownership.
 
The Company's continued viability depends on its ability to raise capital. Changes in economic, regulatory or competitive conditions may lead to cost increases. Management may also determine that it is in the best interest of the Company to develop new services or products. In any such case additional financing is required for the Company to meet its operational requirements. There can be no assurances that the Company will be able to obtain such financing on terms acceptable to the Company and at times required by the Company, if at all. In such event, the Company may be required to materially alter its business plan or curtail all or a part of its operational plans as detailed further in Management's Discussion and Analysis in this Form 8-K. While the Company currently has no offers to sell it securities to obtain financing, sale or the proposed sale of substantial amounts of our common stock in the public markets may adversely affect the market price of our common stock and our stock price may decline substantially. In the event that the Company is unable to raise or borrow additional funds, the Company may be required to curtail significantly its operational plans as further detailed in Requirements for Additional Capital in the Management Discussion and Analysis of this Form 8-K.
 
The Company’s proposed Amended Articles of Incorporation authorize the issuance of up to 225,000,000 total shares of Common Stock without additional approval by shareholders. As of April 20, 2009, we had 18,075,000 post-split adjusted shares of common stock outstanding, and warrants and options convertible to post-split adjusted 1,500,000 shares of common stock outstanding.
 
Because our common stock is quoted only on the OTCBB, your ability to sell your shares in the secondary trading market may be limited.  
 
Our common stock is quoted only on the OTCBB.  Consequently, the liquidity of our common stock is impaired, not only in the number of shares that are bought and sold, but also through delays in the timing of transactions, and coverage by security analysts and the news media, if any, of our company. As a result, prices for shares of our common stock may be different than might otherwise prevail if our common stock was quoted or traded on a national securities exchange such as the New York Stock Exchange. 

 
15

 

Large amounts of our common stock will be eligible for resale under Rule 144.  
 
As of April 20, 2009, approximately 16,700,000 of the 18,075,000 issued and outstanding post-split shares of the Company's common stock are restricted securities as defined under Rule 144 of the Securities Act of 1933, as amended (the “Act”) and under certain circumstances may be resold without registration pursuant to Rule 144.  
 
Approximately 1,950,000 shares of our post-split adjusted restricted shares of common stock are held by non-affiliates who may avail themselves of the public information requirements and sell their shares in accordance with Rule 144. As a result, some or all of these shares may be sold in accordance with Rule 144 potentially causing the price of the Company's shares to decline. 
 
In general, under Rule 144, a person (or persons whose shares are aggregated) who has satisfied a six month holding period may, under certain circumstances, sell within any three-month period a number of securities which does not exceed the greater of 1% of the then outstanding shares of common stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale. Rule 144 also permits, under certain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate, as such term is defined in Rule 144(a)(1), of the Company and who has satisfied a one year holding period. Any substantial sale of the Company's common stock pursuant to Rule 144 may have an adverse effect on the market price of the Company's shares. This filing will satisfy certain public information requirements necessary for such shares to be sold under Rule 144.     However, since the Company has previously indicated in its filings with the Commission that it is a shell company, as that term is defined under the Securities Act, pursuant to Rule 144, shareholders must wait at least one year from the date of the filing of this Form 8-K to avail themselves of Rule 144 unless we file a registration statement for the sale of such shares prior thereto.
 
The requirements of complying with the Sarbanes-Oxley act may strain our resources and distract management  
 
We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act of 2002. the costs associated with these requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. Historically, as a private company we have maintained a small accounting staff, but in order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant additional resources and management oversight will be required. This includes, among other things, retaining independent public accountants. This effort may divert management's attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, we may need to hire additional accounting and financial persons with appropriate public company experience and technical accounting knowledge, and we cannot assure you that we will be able to do so in a timely fashion.  
 
Our executive officers, directors and principal stockholders control our business and may make decisions that are not in our stockholders' best interests.  
 
As of April 20, 2009 our officers, directors, and principal stockholders, and their affiliates, in the aggregate, beneficially owned approximately 75% of the outstanding shares of our common stock on a fully diluted basis. As a result, such persons, acting together, have the ability to substantially influence all matters submitted to our stockholders for approval, including the election and removal of directors and any merger, consolidation or sale of all or substantially all of our assets, and to control our management and affairs. Accordingly, such concentration of ownership may have the effect of delaying, deferring or preventing a change in discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our business, even if such a transaction would be beneficial to other stockholders.
 
Sales of additional equity securities may adversely affect the market price of our common stock and your rights in the Company may be reduced.  
 
We expect to continue to incur drug development and selling, general and administrative costs, and in order to satisfy our funding requirements, we may need to sell additional equity securities. Our stockholders may experience substantial dilution and a reduction in the price that they are able to obtain upon sale of their shares. Also, any new securities issued may have greater rights, preferences or privileges than our existing common stock which may adversely affect the market price of our common stock and our stock price may decline substantially. 
 
 
16

 
 
2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
 
The following discussion and plan of operations should read in conjunction with the financial statements and the notes to those statements included in this 8-K. This discussion includes forward-looking statements that involve risk and uncertainties. As a result of many factors, such as those set forth under “ Risk Factors ,” actual results may differ materially from those anticipated in these forward-looking statements.
 
Acquisition and Reorganization
 
On April 20, 2009, the Acquisition of APlus was completed, and the business of APlus International, Ltd. was adopted as our business. As such, the following Management Discussion is focused on the current and historical operations of APlus, and excludes the prior operations of The Registrant.
 
Overview
 
A-Plus International Ltd. designs, manufactures, markets and sells advanced LED lighting solutions. We offer a broad range of technically innovative outdoor, indoor white light, color-changing and fixed-color lighting solutions that are used for applications in commercial, architectural, residential, hospitality, entertainment and consumer markets. We believe that we offer one of the broadest portfolios of advanced LED lighting solutions. Our LED products include street lights, wall wash lights, floor lights, light strips, and down lights.
 
We generate revenue from selling our products into commercial, architectural and residential markets. Commercial sales include applications of our fixtures, system and lamp (light bulb) products in the architectural, retail, hospitality, entertainment, signage and consumer markets.
 
Revenue
 
Revenue is derived from sales of our advanced lighting products. These products consist of solid-state LED lighting systems and controls. We also design, market and sell LED lighting solutions.
 
Besides LED Lighting related business, some of our revenue comes from our professional project management service such as localization and energy saving and efficient solution services.
 
Cost of Goods Sold
 
Our cost of goods sold consists primarily of labor-related overhead such as R&D professionals, designers, administrative personals. We project management services based on customer orders. Besides our in house resources, we also out source part of projects to support such demand.
 
Gross Profit
 
Our gross profit has been and will continue to be affected by a variety of factors, including changing of the foreign exchange rates for exporting, out sourcing cost to support project demands, and average sales prices of our products, including fluctuations in the cost of our purchased components, sales price and the product life cycle.
 
17

 
Operating Expenses
 
Operating expenses consist primarily of salaries and associated costs for employees in finance, human resources, sales, information technology and administrative activities. In addition, operating expenses include charges relating to accounting, legal, insurance and stock-based compensation under Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment.”
 
Results of Operations
 
Revenue
 
The following is a summary of our operating results for the periods indicated:
 
   
Year Ended December 31,
 
   
2008
   
2007
   
Change
   
%
 
Localization Service
    852,926       413,854       439,072       106.09 %
LED Lamps
    93,017       0       93,017       100.00 %
Lighting Control System
    257,817       0       257,817       100.00 %
Authorization of Management Control System
    364,807       0       364,807       100.00 %
Software Engineering
    15,328       0       15,328       100.00 %
GPS
    406,630       478,357       (71,727 )     (14.99 %)
Energy-saving monitoring system
    508,890       0       508,890       100.00 %
Chart Control System
    153,280       0       153,280       100.00 %
Total
    2,652,695       892,211       1,760,484       197.32 %

Revenue from our localization translation service was approximately $852,926 in 2008, as compared to approximately $413,854 for 2007. This increase of $439,072, or 106.09%, is attributable to actively in market development of European and Japanese market. After the increased sales volume, our labor resource allocation is more efficient than the year 2007, resulted higher margin in 2008. Before 2008, our research and development team was in the development stage for Management Control system and lighting control system. The main system architecture completed in 2008, the pattern allows the systems generate revenue starting in 2008. Our invention pattern in LED control chips received in March 11,, 2008 (Patent Number 2008.3.11-2026.5.18). The patent was successfully used in commercial products; this reflects intelligent lighting control to be profitable in the year of 2008.

 
18

 

Gross Profit and Cost of Goods Sold
 
   
Year Ended December 31,
 
   
2008
   
2007
   
Change
   
%
 
Revenue
    2,652,695       892,211       1,760,484       197.32 %
Cost of sales
    843,106       611,067       232,039       37.97 %
Gross profit
    1,809,589       281,144       1,528,445          
Gross margin %
    68.22 %     31.51 %                
 
Gross profit for 2008 and 2007 was $1,809,589 and $281,144, respectively. Gross margins increased 68.22% from 31.51% in 2007 to approximately 36.71%increased.
 
Production costs in 2008 increased to approximately $843,106, or 31.78% of revenue, as compared $611,067, or 68.48% of revenue, in 2007.
 
Operating Loss and Expenses
 
   
Year Ended December 31,
 
   
2008
   
2007
   
Change
   
%
 
Operating expenses
    652,067       605,316       46,751       7.72 %
Research and development expenses
    690       65,738       (65,048 )     (98.95 %)
Total operating expenses
    652,757       671,054       (18,297 )     (2.73 %)
Operating income(loss)
    1,156,832       (389,910 )     1,546,742       396.69 %
 
Operating Expenses
 
Our research and development for management Control system and lighting control system, the main system architecture completed in 2008, the research expenses decreased from $65,738 to $690, or $65,048, 98.95% decreased.
 
The pattern allows the systems generate revenue starting in 2008. The increased for trade show and travel expenses were approximately $28,858 and $28,953 due to the main business objective in the market development. Excluding the impact of manpower needs, increase in salary$61,286, health insurance benefits$5,079, retirement benefits, approximately$ 13,709.
 
Depreciation for fixed Asset and unamortized expense decrease approximately $35,538 and $5,878
 
Professional service expenses were higher in 2007 compare to 2008, due to higher expenses in financial and patent consulting cost in 2007, approximately decreased $18,507 in 2008.
 
In 2007, some of our LED lighting product research was terminated due to a strategic decision change, some of the existing related costs resulted in higher expenses in 2007, approximately decreased $20,211 in 2008 compare to 2007.

 
19

 

Non-operating income and expenses
 
   
Year Ended December 31,
 
   
2008
   
2007
   
Change
   
%
 
Operating income(loss)
    1,156,832       (389,910 )     1,546,742       396.69 %
Non-operating income and gains
                               
Interest income
    220       49       171       348.98 %
Foreign exchange gain
    43       63       (20 )     (31.75 %)
Rent income
    2,920       17,577       (14,657 )     (83.39 %)
Miscellaneous
    1,417       0       1,417       100.00 %
      4,600       17,689       (13,089 )     (74.00 %)
Non-operating expenses and losses
                               
Interest expenses
    (6,177 )     (11,426 )     5,249       -45.94 %
Provision for loss on inventories
    (7,440 )     0       (7,440 )     100.00 %
Foreign exchange loss
    (78 )     (138 )     60       -43.48 %
Miscellaneous expenses
    (951 )     (5,179 )     4,228       -81.64 %
      (14,646 )     (16,743 )     2,097       -12.52 %
Income (loss) before income tax
    1,146,786       (388,964 )     1,535,750       394.83 %
income tax expense
    (185,062 )     0       (185,062 )     100.00 %
Net income (loss)
    961,724       (388,964 )     1,350,688       347.25 %
 
Miscellaneous Income
 
Income in the amount of $1,417 was derived as sales bonuses from Milengo Inc, a famous localization company in the Unites States.  Milengo Inc. is the US alliance company for Targetek Technology Co., Ltd, they pay the sales bonus to Targetek.
 
Interest  
 
The interest payments have been reduced $5,249 or (45.94%) in 2008 than in 2007 due to the decrease in the principal amount of the loan.
 
Provision for loss on inventories
 
Due to a decrease in selling price, there is a loss of $7,440 for the fiscal year 2008 compared to the fiscal year 2007.
 
(Non-operating expenses and losses) Miscellaneous expenses
 
There is a $4,228 penalty in 2008 due as a result of  terminations of the rental contract of our Taipei office. Our office was relocated to Dunhua South Road, Taipei.

 
20

 

Income Tax
 
We have provided a full valuation allowance against income tax benefits resulting from losses incurred and accumulated on operations.
 
Net Income
 
Integrated above reasons, net profit after tax increased $1,350,688 in 2008 compare to 2007.
 
Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA)
 
Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP (Generally Accepted Accounting Principle) financial measure provided as additional information to investors. EBITDA is an alternative method for assessing our financial condition and operating results. EBITDA is not in accordance with, or a substitute for, GAAP, and may be different from or inconsistent with non-GAAP financial measures used by other companies. However, we believe that EBITDA may provide additional information with respect to our performance and ability to meet future debt service, capital expenditures and working capital requirements.
 
Whenever we refer to a non-GAAP financial measure we will present the most directly comparable financial measure calculated and presented in accordance with GAAP, along with a reconciliation of the differences between the non-GAAP financial measures we reference with such comparable GAAP financial measure.
 
The following table reconciles the GAAP measure net loss to the non-GAAP financial measure EBITDA:
 
   
Year Ended December 31,
 
   
2008
   
2007
   
Change
   
%
 
Net income (loss)
    961,724       (388,964 )     1,350,688       347.25 %
Plus:
                               
Interest expense
    6,177       11,426       (5,249 )     (45.94 %)
Depreciation
    21,092       56,629       (35,537 )     (62.75 %)
Various amortization
    6,045       11,923       (5,878 )     (49.30 %)
Taxes
    185,062       0       185,062       100.00 %
EBITDA
    1,180,100       (308,986 )     1,489,086       481.93 %
 
For the year ended December 31, 2008, EBITDA was USD1,180,100 compared to -USD308,986 in 2007. The increase was primarily due to an increase in gross profit in 2008. Additionally, the increase was in taxes.
 
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
 
The financial statements are prepared in conformity with U.S. generally accepted accounting principles.  Major accounting policies are summarized as follows:
 
Foreign Currency Translation
 
The carrying amounts of the Company’s assets, liabilities, equity and results of operations have been translated from the New Taiwan dollar, which is the Company’s functional currency, into the U.S. dollar using the current rate method.

 
21

 

Cash Equivalents
 
For the purpose of the statement of cash flows, the Company considers all highly liquid investments to be cash equivalents.
 
Accounts Receivable and Allowance for Doubtful Accounts
 
Accounts receivable are carried at their estimated collectible amounts.  Trade credit is generally extended on a short-term basis, thus accounts receivable do not bear interest, although a finance charge may be applied to such receivables that are past due.  Bad debts are provided on the allowance method based on historical experience and management’s evaluation of outstanding accounts receivable. 
 
Inventory
 
Inventory of finished goods is stated at the lower of cost (weighted average method) or market. 
 
Fixed Assets
 
All fixed assets are stated at cost.  Significant renewals and improvements are treated as capital expenditures and maintenance and repairs are charged to expense as incurred.
 
Depreciation is provided on straight-line method based on the estimated useful lives and salvage values of the assets, ranging from 2 to 5 years.
 
Revenue, Costs and Expenses
 
Revenues are recognized when the earning process is substantially completed and they are realized or realizable.  Costs and expenses are recognized as incurred.
 
Research and Development Costs
 
Research and development costs are expensed as incurred.
 
Taxes Collected from Customers
 
The Company presents revenue net of sales, use, and excise taxes collected from customers. 
 
Shipping and Handling Costs
 
The Company’s policy is to classify shipping and handling costs as part of operating expenses in the statements of income.
 
Advertising
 
Advertising costs are expensed as incurred.
 
 
22

 
 
Income Taxes
 
Current - The Company follows the practice of providing for income taxes based on amounts reportable for income tax purposes.
 
Deferred - The recognition of income and expenses in different periods for financial accounting and tax purposes gives rise to timing difference that result in deferred taxes.
 
Uncertain Tax Positions
 
Management has elected to defer the application of FAS FIN 48, Accounting for Uncertain Tax Positions, in accordance with FSP FIN 48-3.  The Company will continue to follow FAS 5, Accounting for Contingencies, until it adopts FIN 48.
 
Use of Estimates
 
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures.  Accordingly, actual results could differ from those estimates.
 
CONTRACTUAL OBLIGATIONS
 
Not applicable.
 
RECENT ACCOUNTING PRONOUNCEMENTS
 
In May 2008, the FASB released SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”. This statement identifies the sources of accounting principles and the framework for selecting the accounting principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. SFAS No. 162 is effective 60 days after the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles”.  The Company does not expect the implementation of this guidance to have a material impact on the financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities-an amendment of FASB Statement No. 133”. SFAS No. 161 gives financial statement users better information about the reporting entity's hedges by providing for qualitative disclosures about the objectives and strategies for using derivatives, quantitative data about the fair value of and gains and losses on derivative contracts, and details of credit-risk-related contingent features in their hedged positions. SFAS No. 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008 and interim periods within those years. The Company does not expect the adoption of SFAS No. 161 to have a material effect on the financial statements.

In February 2007, the FASB released SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”. The standard is effective for fiscal years beginning after November 15, 2007. The standard provides entities the ability, on an elective basis, to report most financial assets and financial liabilities at fair value, with corresponding gains and losses recognized in current earnings. The Company did not elect the fair value option under SFAS No. 159 as of January 1, 2008 for any of our financial assets and liabilities that were not already fair valued. The Company will consider applying the fair value option to future transactions as provided by the standard. The Company does not expect SFAS No. 159 to have a material impact on the financial statements.

 
23

 

In December 2007, the FASB released SFAS No. 141(R), “Business Combinations”. This standard revises and enhances the guidance set forth in SFAS No. 141(R) by establishing a definition for the “acquirer,” providing additional guidance on the recognition of acquired contingencies and non-controlling interests, and broadening the scope of the standard to include all transactions involving a transfer in control, irrespective of the consideration involved in the transfer. SFAS No. 141(R) is effective for business combinations for which the acquisition date occurs in a fiscal year beginning on or after December 15, 2008. Although the standard will not have any impact on the current financial statements, application of the new guidance could be significant to the Company in the context of future merger and acquisition activity.

In December 2007, the FASB released SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements-an amendment of ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. SFAS No. 160 is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. The Company does not expect the standard to have a material impact on the financial statements.
 
OFF-BALANCE SHEET ARRANGEMENTS
 
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our investors.
 
3. DESCRIPTION OF PROPERTY 
 
Following the Exchange, our United States address will be located at 3305 W. Spring Mountain Road, #48, Las Vegas, Nevada 89102. Our corporate headquarters are comprised of 15,000 square feet located in Jhonghe City, Taipei County, Taiwan under a lease which expires in 15 th , March, 2012 at a monthly rental of US $9,257 per month..
 
4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table summarizes certain information regarding the beneficial ownership (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) of outstanding The Registrant Common Stock as of December 11, 2007 (after giving effect to the Exchange) by (i) each person known by us to be the beneficial owner of more than 5% of the outstanding APlus Common Stock, (ii) each of our directors, (iii) each of our named executive officers (as defined in Item 402(a)(3) of Regulation S-B under the Securities Act), and (iv) all executive officers and directors as a group. Except as indicated in the footnotes below, the security and stockholders listed below possess sole voting and investment power with respect to their shares.
 
Name and Address of Beneficial Owner
Amount and Nature of Beneficial Owner (1)
Percent of Class (2)
Yao-Ting Su(3)
1,550,000
8.3%
Xodtec Technology Co. Ltd
2,100,000
11,2%
UP Technology Co. Ltd
5,000,000
26.7%
Radiant Sun Development S.A.
3,500,000
18.7%
All Directors and Executive Officers as a Group (1 person)
1,550,000
8.3%

 
24

 

 (1) "Beneficial Owner" means having or sharing, directly or indirectly (i) voting power, which includes the power to vote or to direct the voting, or (ii) investment power, which includes the power to dispose or to direct the disposition, of shares of the common stock of an issuer. The definition of beneficial ownership includes shares, underlying options or warrants to purchase common stock, or other securities convertible into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within 60 days. Unless otherwise indicated, the beneficial owner has sole voting and investment power.
 
(2) For each shareholder, the calculation of percentage of beneficial ownership is based upon 91,970,000 shares of Common Stock outstanding as of December 11 2007, and shares of Common Stock subject to options, warrants and/or conversion rights held by the shareholder that are currently exercisable or exercisable within 60 days, which are deemed to be outstanding and to be beneficially owned by the shareholder holding such options, warrants, or conversion rights. The percentage ownership of any shareholder is determined by assuming that the shareholder has exercised all options, warrants and conversion rights to obtain additional securities and that no other shareholder has exercised such rights.
 
(3)
 
5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS. 
 
The following table sets forth information regarding the members of the Company’s board of directors and its executive officers. All of the Company’s executive officers and directors were appointed on December 6, 2007, the effective date of the Acquisition. All directors hold office until the first annual meeting of the stockholders of the Company and until the election and qualification of their successors or their earlier removal or retirement.
 
Officers are elected annually by the board of directors and serve at the discretion of the board. 
 
Name
Age
Title
Yao-Ting Su
45
Chairman of the Board of Directors
Chao-Wu Chou
51
Chief Executive Officer; Director
Hui-Yu Che
43
Chief Financial Officer, Director
 
Yao-Tin (Curtis) Su.   Mr. Su serves as the Company’s Chairman of the Board of Directors.  Simultaneously therewith and since 2007 Mr. Su has served as the Chairman of the Company’s subsidiary Xodtec Technology Co., Ltd. and from 1997 as the Chief Executive Officer of another of the Company’s other subsidiaries Targetek Technology Co. Ltd.  Mr. Su received a Bachelors Degree from Soochow University (Taipei, Taiwan) and was the Valedictorian of the Air Defense Missile School of the United States Army in Fort Bliss, Texas.  Mr. Su also served in the Army of Taiwan from 1979 to 1981.

Chao-Wu (Mike) Chou .  Mr. Chou serves as our Chief Executive Officer and Director.  Simultaneously therewith and since December 2008, Mr. Chou serves as the Chief Executive Officer of the Company’s subsidiary Xodtec Technology Co., Ltd. where he is responsible for the formulation and execution of corporate strategies, integration of resources and setting and achieving sales revenues and profit goals.  Prior thereto and from July 2003, Mr. Chou served as the Senior Vice-President of Elitegroup Computer Systems Co., Ltd.  Mr. Chou received a Masters Degree from National Chiao Tung University (Taiwan) and his Bachelors Degree from National Taiwan University of Science and Technology.

Hui-Yu (Rachel) Che.   Ms. Che serves as the Company’s Chief Financial Officer and Director.  Simultaneously and since 2001, Ms. Che has served as the Chief Financial Officer of the Company’s subsidiary Targetek Technology Co., Ltd.  Ms. Che is a certified public accountant and has a degree from National Chung Hsing University.
 
AUDIT COMMITTEE. The Company intends to establish an audit committee, which will consist of independent directors. The audit committee's duties would be to recommend to the Company's board of directors the engagement of independent auditors to audit the Company's financial statements and to review its accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors who are, in the opinion of the Company's board of  directors, free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting principles.
 
 
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COMPENSATION COMMITTEE. Our board of directors does not have a standing compensation committee responsible for determining executive and director compensation.  Instead, the entire board of directors fulfills this function, and each member of the Board participates in the determination.  Given the small size of the Company and its Board and the Company's limited resources, locating, obtaining and retaining additional independent directors is extremely difficult.  In the absence of independent directors, the Board does not believe that creating a separate compensation committee would result in any improvement in the compensation determination process.  Accordingly, the board of directors has concluded that the Company and its stockholders would be best served by having the entire board of directors act in place of a compensation committee.  When acting in this capacity, the Board does not have a charter.  
 
In considering and determining executive and director compensation, our board of directors reviews compensation that is paid by other similar public companies to its officers and takes that into consideration in determining the compensation to be paid to the Company’s officers.  The board of directors also determines and approves any non-cash compensation to any employee. The Company does not engage any compensation consultants to assist in determining or recommending the compensation to the Company’s officers or employees.  
 
6. EXECUTIVE COMPENSATION
 
Summary Compensation Table
 
The following table sets forth all of the compensation awarded to, earned by or paid to (i) each individual serving as our principal executive officer during our last completed fiscal year; and (ii) each other individual that served as an executive officer at the conclusion of the fiscal year ended December 31, 2008 and who received in excess of $100,000 in the form of salary and bonus during such fiscal year (collectively, the Named Executives).
 
Name and
Principal Position
 
Year
 
Salary
 
Bonus
   
Option Awards
 
Non-Equity Incentive Plan Compensation
 
All Other Compensation
 
Total
Yao-Ting Su (1)
   
2009
 
-
 
-
   
-
 
-
 
-
 
-
Chao-Wu Chou (2)
   
2009
 
-
 
-
   
-
 
-
 
-
 
-
Hui-Yu Che (3)
   
2009
 
-
 
-
   
-
 
-
 
-
 
-
Adam Borges dos Santos
   
2009
 
-
 
-
   
-
 
-
 
-
 
-
     
2008
 
-
 
-
   
-
 
-
 
-
 
-
Carlo Giusto
   
2008
 
-
 
-
   
-
 
-
 
-
 
-
     
2007
 
-
 
-
   
-
 
-
 
-
 
-
     
2006
 
-
  -     -  
-
  -  
-
 
Compensation Policy . Our Company’s executive compensation plan is based on attracting and retaining qualified professionals who possess the skills and leadership necessary to enable our Company to achieve earnings and profitability growth to satisfy our stockholders. We must, therefore, create incentives for these executives to achieve both Company and individual performance objectives through the use of performance-based compensation programs. No one component is considered by itself, but all forms of the compensation package are considered in total. Wherever possible, objective measurements will be utilized to quantify performance, but many subjective factors still come into play when determining performance.
 
Compensation Components . As an early-stage development company, the main elements of our compensation package consist of base salary, stock options and bonus.

 
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Base Salary . As we continue to grow and financial conditions improve, these base salaries, bonuses and incentive compensation will be reviewed for possible adjustments. Base salary adjustments will be based on both individual and Company performance and will include both objective and subjective criteria specific to each executive’s role and responsibility with the Company.
 
COMPENSATION OF DIRECTORS  
 
At this time, directors receive no remuneration for their services as directors of the Company, nor does the Company reimburse directors for expenses incurred in their service to the Board of Directors. The Company does not expect to pay any fees to its directors for the 2008 fiscal year.
 
EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
 
On April 21, 2009, the Company entered into employment agreements with its three executive officers, Yao-Ting (Curtis) Su, Chairman; Chao-Wu (Mike) Chou, Chief Executive Officer and Hui-Yu (Rachel) Che, Chief Financial Officer. They agreements provide for a three year term with minimum annual base salaries of $55,000 if determined to be appropriate by the Board.  In addition, the agreements provide for bonuses according to the following schedule:
 
1.
Year-end bonus: Minimum of $7,500 will be paid on Jan. 10 of every year during the validity of the agreements.
 
2.
Performance bonus: Based on the actual performance, the company will pay up to $70,000 on Feb. 10 of every year during the validity of the agreements.
 
The agreements do not include any terms which show the company should reimburse to the two executive officers when the employment agreement terminated. When the company has any change-in-control arrangement, the company will revise the agreement and the un-paid salary or bonus will be calculated and paid on a pro rata basis.
 
7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
Currently, we have no independent directors on our Board of Directors, and therefore have no formal procedures in effect for reviewing and pre-approving any transactions between us, our directors, officers and other affiliates. We will use our best efforts to insure that all transactions are on terms at least as favorable to the Company as we would negotiate with unrelated third parties.
 
8. DESCRIPTION OF SECURITIES
 
COMMON STOCK  
 
Number of Authorized and Outstanding Shares . The Company's Articles of Incorporation authorizes the issuance of 75,000,000 shares of Common Stock, $.001 par value per share, of which 6,016,668 post-split adjusted shares were outstanding on April 24, 2009.  On April 20, 2009 the Company’s Board of Directors have authorized an amendment to the Articles of Incorporation to increase the number of authorized shares of common stock from 75,000,000 to 225,000,000 and concurrently affecting a three for one (3:1) forward-split of the Registrant’s issued and outstanding shares of Common Stock.
 
Voting Rights . Holders of shares of Common Stock are entitled to one vote for each share on all matters to be voted on by the stockholders. Holders of Common Stock have no cumulative voting rights. Accordingly, the holders of in excess of 50% of the aggregate number of shares of Common Stock outstanding will be able to elect all of the directors of the Company and to approve or disapprove any other matter submitted to a vote of all stockholders. 

 
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Other . No shareholder has any preemptive right or other similar right to purchase or subscribe for any additional securities issued by the Company, and no shareholder has any right to convert the common stock into other securities. No shares of common stock are subject to redemption or any sinking fund provisions. All the outstanding shares of the Company's common stock are fully paid and non-assessable. Subject to the rights of the holders of the preferred stock, if any, the Company's shareholders of common stock are entitled to dividends when, as and if declared by the Board from funds legally available therefore and, upon liquidation, to a pro-rata share in any distribution to shareholders. The Company does not anticipate declaring or paying any cash dividends on the common stock in the foreseeable future.
 
Preferred Stock 
 
The proposed amendment to the Company's Articles of Incorporation authorizes the issuance of 10,000,000 shares of Preferred Stock, par value $0.001 per share, subject to any limitations prescribed by law, without further vote or action by the stockholders, to issue from time to time shares of preferred stock in one or more series. Each such series of Preferred Stock shall have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as shall be determined by the Company's board of directors, which may include, among others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.
 
Transfer Agent  
 
Shares of Common Stock are registered at the transfer agent and are transferable at such office by the registered holder (or duly authorized attorney) upon surrender of the Common Stock certificate, properly endorsed. No transfer shall be registered unless the Company is satisfied that such transfer will not result in a violation of any applicable federal or state securities laws. The Company's transfer agent for its Common Stock is Island Stock Transfer, 100 Second Avenue South, Suite 705S, St. Petersburg, Florida 33701, Telephone (727) 289-0010.
 
Penny Stock
 
The Commission has adopted rules that define a “penny stock” as equity securities under $5.00 per share which are not listed for trading on Nasdaq (unless the issuer (i) has a net worth of $2,000,000 if in business for more than three years or $5,000,000 if in business for less than three years or (ii) has had average annual revenue of $6,000,000 for the prior three years). The Company's securities are characterized as penny stock, and therefore broker-dealers dealings in the securities are subject to the disclosure rules of transactions involving penny stock which require the broker-dealer, among other things, to (i) determine the suitability of purchasers of the securities and obtain the written consent of purchasers to purchase such securities and (ii) disclose the best (inside) bid and offer prices for such securities and the price at which the broker-dealer last purchased or sold the securities. The additional requirements imposed upon broker-dealers discourage them from engaging in transactions in penny stocks, which reduces the liquidity of the Company's securities. The Company's common stock is currently quoted on the OTC Bulletin Board under the symbol SPEV.OB.
 
PART II.
 
1. MARKET INFORMATION
 
Currently the Company’s common shares are listed on the Over-the-Counter Bulletin Board (OTCBB) under the ticker symbol “SPEV”.  However, as of the date of this report there have been no trading activities in the Company’s common stock.  There can be no assurance that a market will ever develop in the Company’s common stock in the future.  If a market does not develop then investors would be unable to sell any of the Company’s common stock likely resulting in a complete loss of any funds therein invested .
 
Since our inception, we have not paid any dividends on our Common Stock, and we do not anticipate that we will pay any dividends in the foreseeable future. We intend to retain any future earnings for use in our business.  At April 20, 2009, we had approximately 52 shareholders of record.

 
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2. LEGAL PROCEEDINGS
 
The Company is not a party to any pending legal proceedings, and no such proceedings are known to be contemplated.
 
No director, officer, or affiliate of the Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in reference to pending litigation.
 
3. CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
Not applicable.
 
4.  RECENT ISSUANCES OF UNREGISTERED SECURITIES BY THE REGISTRANT
 
Since inception of the Company in November 29, 2006, we have sold unregistered securities to the following shareholders.
 
On December 11, 2006 we issued 9,000,000 shares of Common  Stock to Carlo Giusto, who at the time was the Registrant’s sole officer and director in exchange of  the payment of $9,000, or $0.001 per share.
 
On April 20, 2009, the Registrant authorized the issuance of 5,333,334 shares in connection with the execution of a Share Exchange Agreement with the equity-holders of APlus International, Ltd. (the “Exchange”)and the issuance of 111,667 shares of Common Stock for services rendered to a finder in connection with the Exchange
 
On April 22, 2009 the Registrant entered into a Financial Advisory Agreement with Unise Investment Corp. to provide financial consulting services in consideration for 111,667 shares of Common Stock.
 
On April 23, 2009, the Registrant sold warrants exercisable into 200,000 shares of Common Stock at the exercise price of $0.65 per share and expiring in 6 months, warrants exercisable into 500,000 shares of Common Stock at the exercise price of $1.00 per share and expiring in 2 years and warrants exercisable into 800,000 shares of Common Stock at the exercise price of $1.50 per share and expiring in 2 years.
 
Except as noted above, the sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, we believe that these transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof and rules promulgated thereunder. In addition, we believe that the 8% Promissory Note is commercial paper and is exempt from the registration requirements of the Securities Act under Section 3(a)3 thereof. Each of the above-referenced investors in our stock represented to us in connection with their investment that they were “accredited investors” (as defined by Rule 501 under the Securities Act) and were acquiring the shares for investment and not distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The investors received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.
 
5. INDEMNIFICATION OF OFFICERS AND DIRECTORS
 
Pursuant to our certificate of incorporation and bylaws, we may indemnify an officer or director who is made a party to any proceeding, because of his position as such, to the fullest extent authorized by Nevada Revised Statutes, as the same exists or may hereafter be amended. In certain cases, we may advance expenses incurred in defending any such proceeding.

 
29

 

To the extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by any of our directors, officers or controlling persons in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of that issue.
 
ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.
 
See “Information Required Pursuant to Form 10-SB” II(3) “ Changes In and Disagreements with Accountants ,” which discussion is incorporated herein by reference.
 
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.
 
Please see the discussion of “ Closing of Exchange and “ Recent Financings in Item 2.01, which discussion is incorporated herein by reference.
 
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
 
On April 20, 2009, Mr. Adam Borges Dos Santos resigned from his role as the Registrant’s sole principal officer and director.   Yao-Ting (Curtis) Su was elected as the Registrant’s Chairman. Chao-Wu (Mike) Chou was elected as Chief Executive Officer and Director, and Hui-Yu (Rachel) Che was elected as Chief Financial Officer and Director.
 
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
 
On April 20, 2009, the shareholders of the Registrant authorized an amendment to the Registrant’s Articles of Incorporation to change the name of the corporation to Xodtec Group USA, Inc. and to increase the Registrant’s authorized capital stock to 235,000,000 shares of which 225,000,000 will be common stock, par value $0.001 per share and 10,000,000 shares will be “blank check” preferred stock, par value $0.001 per share.
 
ITEM 5.06 CHANGE IN SHELL COMPANY STATUS.
 
As described in Item 2.01 above, which is incorporated by reference into this Item 5.06, we ceased being a shell company (as defined in Rule 12b-2 under the Exchange Act of 1934, as amended) upon completion of the Exchange.
 
PART III.
 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
 
  (a) Financial statements: As a result of the Exchange described in Item 2.01, the registrant is filing the audited financial statement information of APlus International, Ltd.’s principal operating subsidiaries, Xodtec Technology Co., Ltd., UP-Tech Technology Co., Ltd. and Targetek Technology Co., Ltd. as Exhibits 99.1, 99.2 and 99.3 to this current report.
 
  (b) Pro forma financial information: The unaudited pro forma consolidated financial information regarding the registrant and APlus International, Ltd. is attached to this current report as Exhibit 99.4.

 
30

 

  (c) Shell company transactions: Reference is made to the disclosure set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference.
 
  (d) Exhibits:
 
Exhibit
 
Description
 
Agreement and Plan of Share Exchange, by and among Sparking Events, Inc., APlus International, Ltd., and the Shareholders of APlus International, Ltd. dated as of December 6, 2007.  
     
  Amended Articles of Incorporation of Sparking Events, Inc.
     
 
Articles of Organization of APlus International, Ltd.
     
 
Operating Agreement of APlus International, Ltd. dated April 1, 2009
     
4.1   Form of Warrant
     
 
Employment Agreement between Sparking Events, Inc. and Yao-Ting Su dated April  23, 2009.
     
 
Employment Agreement between Sparking Events, Inc. and Chao-Wu Chou dated April 23, 2009.
     
10.3   Employment Agreement between Sparking Events, Inc. and Hui-Yu Che
     
 
Securities Exchange Agreement between APlus International, Ltd. and. Xodtec Technology Co., Ltd. dated April 1, 2009
     
 
Securities Exchange Agreement between APlus International, Ltd. and Targetek Technology Co., Ltd. dated April 1, 2009
     
 
Securities Exchange Agreement between APlus International, Ltd. and UP Technology Co., Ltd. dated April 1, 2009
     
 
Agent Sales Contract between UP-Technology Co., Ltd. and Anteya Technology Corporation
     
 
Service Agreement between Targetek Co., Ltd. and Welocalize Inc. dated October 20, 2007
     
 
Consent from Brock, Schechter & Polakoff, LLP
     
 
Audited financial statements of Xodtec Technology Co., Ltd. for the period ended December 31, 2008.
     
 
Audited financial statements of UP-Tech Technology Co., Ltd. for the period ended December 31, 2008.
     
 
Audited financial statements of Targetek Technology Co., Ltd. for the period ended December 31, 2008.
     
 
Unaudited Pro Forma Consolidated Financial Statements
 
 
31

 

SIGNATURES
 
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
   
 
SPARKING EVENTS, INC.
   
Date: April 24, 2009
/s/ Chao-Wu Chou
   
 
By: Chao-Wu Chou, Chief Executive Officer
 
 
32


Exhibit 2.1
 
THIS AGREEMENT AND PLAN OF SHARE EXCHANGE (hereinafter referred to as the “Agreement”), is entered into as of this 10th day of April, 2009, by and among, SPARKING EVENTS, INC., a publicly-owned Nevada corporation (“SPI”), ADAM GORDOY BORGES DOS SANTO , an individual (the “Shareholder”), APLUS INTERNATIONAL, LTD, a Nevada limited liability company (“APlus”) and the Shareholders of APlus on the signature page hereof (the “APlus Holders”).  (SPI, APlus, and the APlus Holders are sometimes hereinafter collectively referred to as the “Parties” and individually as a “Party.”)

W I T N E S S E T H

WHEREAS , SPI is a publicly-owned Nevada corporation with 9,465,000 shares of common stock, par value $0.001 per share, issued and outstanding (the “SPI Common Stock”) and is quoted on the Over the Counter Bulletin Board under the symbol “SPEV”.

WHEREAS , APlus is a Nevada limited liability company, the shares of which (the “APlus Interests”), are owned as of the date hereof by all the APlus Holders on the signature page hereto.

WHEREAS , the Parties desire that SPI acquire all of the APlus Interests from the APlus Holders solely in exchange for an aggregate of 5,333,333 newly issued shares of SPI Common Stock (the “Exchange Shares”) pursuant to the terms and conditions set forth in this Agreement.

WHEREAS , immediately upon consummation of the Closing (as hereinafter defined), the Exchange Shares will be issued to the APlus Holders on a pro rata basis, in proportion to the ratio that the number of shares of APlus Interests held by such APlus Holder bears to the pro rata portion of APlus Interests held by all the APlus Holders as of the date of the Closing as set forth on Schedule I.

WHEREAS ,   following the Closing, APlus will become a wholly-owned subsidiary of SPI and the Exchange Shares will represent approximately eighty-eight percent (88%) of the total outstanding shares of Common Stock of SPI on a fully-diluted basis.

WHEREAS , the Parties intend that the transaction contemplated herein (the “Transaction”) qualify as a reorganization and tax-free exchange under Section 368(a) of the Internal Revenue Code of 1986, as amended.

NOW THEREFORE , on the stated premises and for and in consideration of the foregoing recitals which are hereby incorporated by reference, the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereto agree as follows:

 

 

ARTICLE I
PLAN OF EXCHANGE

1.1          The Exchange .  At the Closing (as hereinafter defined), all of the APlus Interests issued and outstanding immediately prior to the Closing Date shall be exchanged for Five Million Three Hundred Thirty-Three Thousand Three Hundred Thirty-Three (5,333,333) shares of SPI Common Stock. From and after the Closing Date, the APlus Holders shall no longer own any membership interests of APlus Interests, and the former APlus Interests  shall represent the pro rata portion of the Exchange Shares issuable in exchange therefor pursuant to this Agreement.  Any fractional shares that would result from such exchange will be rounded up to the next highest whole number.

1.2          No Dilution .  Except as set forth herein, SPI shall neither effect, nor fix any record date with respect to, any stock split, stock dividend, reverse stock split, recapitalization, or similar change in the SPI Common Stock between the date of this Agreement and the Effective Time.

1.3          Closing . The closing (“Closing”) of the transactions contemplated by this Agreement shall occur immediately following the execution of this Agreement providing the closing conditions set forth in Articles V and VI have been satisfied or waived (the “Closing Date”).  

1.4          Closing Events .  At the Closing, each of the respective parties hereto shall execute, acknowledge, and deliver (or shall cause to be executed, acknowledged, and delivered) any and all stock certificates, officers’ certificates, opinions, financial statements, schedules, agreements, resolutions, rulings, or other instruments required by this Agreement to be so delivered at or prior to the Closing, and the documents and certificates provided in Sections 5.2, 5.4, 6.2, 6.4 and 6.5, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.  If agreed to by the parties, the Closing may take place through the exchange of documents (other than the exchange of stock certificates) by fax, email and/or express courier.  At the Closing, the Exchange Shares shall be issued in the names and denominations provided by APlus.

1.5          Standstill .

(a)            Until the earlier of the Closing or June 1, 2009 (the “No Shop Period”), neither APlus nor the APlus Holders will (i) solicit or encourage any offer or enter into any agreement or other understanding, whether written or oral, for the sale, transfer or other disposition of any capital stock or assets of APlus to or with any other entity or person, except as contemplated by the Transaction, other than sales of goods and services by APlus in the ordinary course of its business; (ii) entertain or pursue any unsolicited communication, offer or proposal for any such sale, transfer or other disposition; or (iii) furnish to any person or entity (other than SPI, and its authorized agents and representatives) any nonpublic information concerning APlus r its business, financial affairs or prospects for the purpose or with the intent of permitting such person or entity to evaluate a possible acquisition of any capital stock or assets of APlus.  If either APlus or any of the APlus Holders shall receive any unsolicited communication or offer, APlus or the APlus Holders, as applicable, shall immediately notify SPI of the receipt of such communication or offer.

 
2

 

(b)            During the No-Shop Period, SPI will not (i) solicit or encourage any offer or enter into any agreement or other understanding, whether written or oral, for the sale, transfer or other disposition of any capital stock or assets of SPI to or with any other entity or person, except as contemplated herein, other than sales of goods and services by SPI in the ordinary course of its business; (ii) entertain or pursue any unsolicited communication, offer or proposal for any such sale, transfer or other disposition; or (iii) furnish to any person or entity (other than APlus, and its authorized agents and representatives) any nonpublic information concerning SPI or its business, financial affairs or prospects for the purpose or with the intent of permitting such person or entity to evaluate a possible acquisition of any capital stock or assets of SPI.  If either SPI or any of SPI’s stockholders shall receive any unsolicited communication or offer, SPI or such SPI stockholder, as applicable, shall immediately notify APlus of the receipt of such communication or offer.

ARTICLE II
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF APLUS

As an inducement to, and to obtain the reliance of SPI, APlus represents and warrants as follows:

2.1          Organization .  APlus is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Nevada.  APlus has the power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in jurisdictions in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification.  The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate any provision of APlus’s organizational documents.  APlus has taken all action required by laws, its certificate of incorporation, certificate of business registration, or otherwise to authorize the execution and delivery of this Agreement. APlus has full power, authority, and legal right and has taken or will take all action required by law, its Articles of Organization, and otherwise to consummate the transactions herein contemplated.

2.2          Capitalization .  All issued and outstanding membership interests of APlus are legally issued, fully paid, and non-assessable and were not issued in violation of the pre-emptive or other rights of any person.  APlus has no outstanding options, warrants, or other convertible securities.

2.3          Financial Statements .  Except as set forth herein or in the APlus Schedules:

 
3

 

(a)            APlus has filed all local income tax returns required to be filed by it from its inception to the date hereof.  All such returns are complete and accurate in all material respects.

(b)            APlus has no liabilities with respect to the payment of federal, county, local, or other taxes (including any deficiencies, interest, or penalties), except for taxes accrued but not yet due and payable, for which APlus may be liable in its own right or as a transferee of the assets of, or as a successor to, any other corporation or entity.

(c)            No deficiency for any taxes has been proposed, asserted or assessed against APlus.  There has been no tax audit, nor has there been any notice to APlus by any taxing authority regarding any such tax audit, or, to the knowledge of APlus, is any such tax audit threatened with regard to any taxes or APlus tax returns.  APlus does not expect the assessment of any additional taxes of APlus for any period prior to the date hereof and has no knowledge of any unresolved questions concerning the liability for taxes of APlus.

(d)            APlus shall have provided to SPI the audited balance sheet of APlus as of, and the audited statements of income, stockholders’ equity and cash flows of APlus for the years ended December 31, 2007 and 2008, and the unaudited balance sheet of APlus as of, and the audited statements of income, stockholders’ equity and cash flows of APlus for the three months ended March 31, 2007 and 2008 (collectively “APlus Financial Statements”).  The APlus Financial Statements have been prepared from the books and records of APlus in accordance with U.S. Generally Accepted Accounting Principals.  Except as set forth in the APlus Schedules (as that term is defined herein), APlus does not have any liabilities

(e)            The books and records, financial and otherwise, of APlus are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices.

2.4          Information .  The information concerning APlus set forth in this Agreement and the APlus Schedules (as that term is defined herein) are and will be complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading as of the date hereof and as of the Closing Date.

2.5          Common Stock Equivalents .  There are no existing options, warrants, calls, commitments of any character or other common stock equivalents relating to the authorized and unissued APlus Interests.

2.6          Absence of Certain Changes or Events .  Except as set forth in this Agreement or the APlus Schedules:

(a)            except in the normal course of business, there has not been (i) any material adverse change in the business, operations, properties, assets, or condition of APlus; or (ii) any damage, destruction, or loss to APlus (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of APlus;

 
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(b)            APlus has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) not otherwise in the ordinary course of business, ; (ii) paid any material obligation or liability not otherwise in the ordinary course of business (absolute or contingent) other than current liabilities reflected in or shown on the most recent APlus consolidated balance sheet, and current liabilities incurred since that date in the ordinary course of business; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights not otherwise in the ordinary course of business; (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party not otherwise in the ordinary course of business if such amendment or termination is material, considering the business of APlus; or (v) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock).

2.7          Litigation and Proceedings .  There are no actions, suits, proceedings, or investigations pending or, to the knowledge of APlus, threatened by or against APlus, or affecting APlus, or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind.

2.8          No Conflict With Other Instruments .  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute an event of default under, any material indenture, mortgage, deed of trust, or other material contract, agreement, or instrument to which APlus is a party or to which any of its properties or operations are subject.

2.9          Contracts .  APlus has provided, or will provide SPI, copies of all material contracts, agreements, franchises, license agreements, or other commitments to which APlus is a party or by which it or any of its assets, products, technology, or properties are bound.

2.10        Compliance With Laws and Regulations .  APlus has complied with all applicable statutes and regulations of any national, county, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of APlus.

2.11        Approval of Agreement .  The board of directors of APlus (the “APlus Board”) and the APlus Holders have authorized the execution and delivery of this Agreement by APlus and have approved the transactions contemplated hereby.

2.12        APlus Schedules .  APlus will deliver, as soon as practicable, the following schedules, which are collectively referred to as the “APlus Schedules” and which consist of separate schedules dated as of the date of execution of this Agreement and instruments and data as of such date, all certified by the chief executive officer of APlus as complete, true and correct:

(a)            a schedule containing complete and correct copies of the organizational documents, as amended, of APlus in effect as of the date of this Agreement; and

(b)            a schedule as requested by SPI, containing true and correct copies of all material contracts, agreements, or other instruments to which Aplus is a party or by which it or its properties are bound, specifically including all contracts, agreements, or arrangements referred to in Section 2.9.

 
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2.13        Title and Related Matters .  APlus has good and marketable title to all of its properties, interest in properties, and assets, real and personal, which are reflected in the APlus balance sheet or acquired after that date (except properties, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except: statutory liens or claims not yet delinquent; and as described in the APlus Schedules.

2.14        Governmental Authorizations .  APlus has all licenses, franchises, permits, and other government authorizations, that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof. Except for compliance with federal and state securities or corporation laws, as hereinafter provided, no authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by APlus of this Agreement and the consummation by APlus of the transactions contemplated hereby.

2.15        Continuity of Business Enterprises .  APlus has no commitment or present intention to liquidate APlus or sell or otherwise dispose of a material portion of its business or assets following the consummation of the transactions contemplated hereby.

2.16         Ownership of APlus Membership Interests .  The APlus Holders are the legal and beneficial owners of 100% of the APlus Interests as set forth on Schedule I , free and clear of any claims, charges, equities, liens, security interests, and encumbrances whatsoever, and the APlus Holders have full right, power, and authority to transfer, assign, convey, and deliver their respective APlus Interests; and delivery of such common stock at the Closing will convey to SPI good and marketable title to such shares free and clear of any claims, charges, equities, liens, security interests, and encumbrances except for any such claims, charges, equities, liens, security interests, and encumbrances arising out of such shares being held by SPI.

2.17        Brokers . Except as disclosed in the APlus Schedules, APlus has not entered into any contract with any person, firm or other entity that would obligate APlus or SPI to pay any commission, brokerage or finders’ fee in connection with the transactions contemplated herein.

2.18        Subsidiaries and Predecessor Corporations .  APlus does not have any subsidiaries and does not own, beneficially or of record, any shares or other equity interests of any other corporation or entity.

ARTICLE III
REPRESENTATIONS , COVENANTS, AND WARRANTIES OF SPI

As an inducement to, and to obtain the reliance of APlus, SPI represents and warrants as follows:

 
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3.1          Organization .  SPI is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, and there is no jurisdiction in which it is not qualified in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. Included in the SPI Schedules (as hereinafter defined) are complete and correct copies of the Articles of Incorporation and bylaws of SPI, and all amendments thereto, as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of SPI’s Articles of Incorporation or bylaws. SPI has taken all action required by law, its Certificate of Incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement, and SPI has full power, authority, and legal right and has taken all action required by law, its Certificate of Incorporation, bylaws, or otherwise to consummate the transactions herein contemplated.

3.2          Capitalization .  SPI’s authorized capitalization consists of 75,000,000 shares of Common Stock, of which no more than 9,465,000 shares will be issued and outstanding at Closing, and no shares of preferred stock, authorized.  All presently issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the pre-emptive or other rights of any person.  The Exchange Shares will be legally issued, fully paid and non-assessable and shall not be issued in violation of the pre-emptive or other rights of any other person.

3.3          Financial Statements .  Except as described herein or in the SPI Schedules:

(a)            SPI has no liabilities with respect to the payment of any federal, state, county, local, or other taxes (including any deficiencies, interest, or penalties), except for taxes accrued but not yet due and payable, for which SPI may be liable in its own right, or as a transferee of the assets of, or as a successor to, any other corporation or entity.

(b)            SPI has filed all federal, state, or local income tax returns required to be filed by it from inception.

(c)            The books and records, financial and otherwise, of SPI are in all material respects complete and correct and have been maintained in accordance with good business and accounting practices.

(d)            No deficiency for any taxes has been proposed, asserted or assessed against SPI.  There has been no tax audit, nor has there been any notice to SPI by any taxing authority regarding any such tax audit, or, to the knowledge of SPI, is any such tax audit threatened with regard to any taxes or SPI tax returns.  SPI does not expect the assessment of any additional taxes of SPI for any period prior to the date hereof and has no knowledge of any unresolved questions concerning the liability for taxes of SPI.

(e)            SPI has good and marketable title to its assets and, except as set forth in the SPI Schedules, has no material contingent liabilities, direct or indirect, matured or unmatured.

3.4          Information .  The information concerning SPI set forth in this Agreement and the SPI Schedules are and will be complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading as of the date hereof and as of the Closing Date.

 
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3.5          Common Stock Equivalents .  Except as set forth herein, there are no existing options, warrants, calls, commitments of any character or other common stock equivalents relating to authorized and unissued stock of SPI.

3.6          Absence of Certain Changes or Events .  Except as described herein or in the SPI Schedules:

(a)            There has not been (i) any material adverse change, financial or otherwise, in the business, operations, properties, assets, or condition of SPI (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of SPI;

(b)            SPI has not (i) amended its Articles of Incorporation or by-laws; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are extraordinary or material considering the business of SPI; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any other material transactions; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for, or with its officers, directors, or employees;

(c)            SPI has not (i) granted or agreed to grant any options, warrants, or other rights for its stocks, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except liabilities incurred in the ordinary course of business; (iii) paid or agreed to pay any material obligation or liability (absolute or contingent) other than current liabilities reflected in or shown on the most recent SPI balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, property, or rights (except assets, property, or rights not used or useful in its business which, in the aggregate have a value of less than $50,000), or canceled, or agreed to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $50,000); (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of SPI; or (vi) issued, delivered, or agreed to issue or deliver any stock, bonds, or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement;

 
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(d)            SPI has no assets, liabilities or accounts payable of any kind or nature, actual or contingent, in excess of $50,000 in the aggregate as of the Closing Date; and

(e)            To the best knowledge of SPI, it has not become subject to any law or regulation which materially and adversely affects, or in the future may adversely affect, the business, operations, properties, assets, or condition of SPI.

3.7          Title and Related Matters .  SPI has good and marketable title to all of its properties, interest in properties, and assets, real and personal, which are reflected in the SPI balance sheet or acquired after that date (except properties, interest in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except:

(a)            statutory liens or claims not yet delinquent;

(b)            such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and

(c)            as described in the SPI Schedules.

3.8          Litigation and Proceedings .  There are no actions, suits, or proceedings pending or, to the knowledge of SPI, threatened by or against or affecting SPI, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind.

3.9          Contracts .  SPI is not a party to any material contract, agreement, or other commitment, except as specifically disclosed in its schedules to this Agreement.

3.10        No Conflict With Other Instruments .  The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, or constitute a default under, any indenture, mortgage, deed of trust, or other material agreement or instrument to which SPI is a party or to which it or any of its assets or operations are subject.

3.11        Governmental Authorizations .  SPI is not required to have any licenses, franchises, permits, and other government authorizations, that are legally required to enable it to conduct its business operations in all material respects as conducted on the date hereof. Except for compliance with federal and state securities or corporation laws, as hereinafter provided, no authorization, approval, consent, or order of, or registration, declaration, or filing with, any court or other governmental body is required in connection with the execution and delivery by SPI of this Agreement and the consummation by SPI of the transactions contemplated hereby.

3.12        Compliance With Laws and Regulations .  To the best of its knowledge, SPI has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or conditions of SPI or except to the extent that noncompliance would not result in the incurrence of any material liability.

 
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3.13        Insurance .  SPI owns no insurable properties and carries no casualty or liability insurance.

3.14        Approval of Agreement .  The board of directors of SPI (the “SPI Board”) has authorized the execution and delivery of this Agreement by SPI and has approved this Agreement and the transactions contemplated hereby.

3.15        Material Transactions of Affiliations .  Except as disclosed herein and in the SPI Schedules, there exists no material contract, agreement, or arrangement between SPI and any person who was at the time of such contract, agreement, or arrangement an officer, director, or person owning of record or known by SPI to own beneficially, 10% or more of the issued and outstanding common stock of SPI and which is to be performed in whole or in part after the date hereof or was entered into not more than three years prior to the date hereof. Neither any officer, director, nor 10% stockholder of SPI has, or has had during the last preceding full fiscal year, any known interest in any material transaction with SPI which was material to the business of SPI. SPI has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other material transaction with any such affiliated person.

3.16        Employment Matters .  SPI has no employees other than its executive officers.

3.17        SPI Schedules .  Prior to the Closing, SPI shall have delivered to APlus the following schedules, which are collectively referred to as the “SPI Schedules,” which are dated the date of this Agreement, all certified by an officer to be complete, true, and accurate:

(a)            a schedule containing complete and accurate copies of the Certificate of  Incorporation and by-laws, as amended, of SPI as in effect as of the date of this Agreement;

(b)            a schedule containing a copy of the federal income tax returns of SPI identified in Section 3.3(b); and

(c)            a schedule setting forth any other information, together with any required copies of documents, required to be disclosed in the SPI Schedules.

3.18        Brokers .  SPI has not entered into any contract with any person, firm or other entity that would obligate APlus or SPI to pay any commission, brokerage or finders’ fee in connection with the transactions contemplated herein.

3.19        Subsidiaries .  SPI does not have any subsidiaries and does not own, beneficially or of record, any shares or other equity interests of any other corporation or other entity.

ARTICLE IV
SPECIAL COVENANTS

4.1          Retirement of Control Shares . Immediately following the Closing and as a condition therefore, the Shareholder shall deliver to APlus one or more certificates representing the 9,000,000 SPI Common Stock held by the Shareholder (the “Control Shares”) with written instructions to cancel the Control Shares and return then to authorized but unissued status.

 
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4.2          Forward-Split .  As a condition precedent to the Closing, the Board of Directors of SPI shall authorize a forward-stock split of its Common Stock on a 3 for 1 basis (the “Forward-Split”) so that following the Forward-Split and the Closing and the other transactions contemplated herein, SPI shall have an aggregate of Seventeen Million Seventy-Five Thousand (17,075,000) shares of SPI Common stock issued and outstanding.

4.3          Actions of SPI Shareholders .  Prior to the Closing, SPI shall cause the following actions to be taken by the written consent of the holders of a majority of the outstanding shares of common stock of SPI:

(a)            the approval of this Agreement and the transactions contemplated hereby and thereby; and

(b)            such other actions as the directors may determine are necessary or appropriate.

4.4          Actions of APlus Holders .  Prior to the Closing, APlus shall cause the following actions to be taken by the written consent of the holders of a majority of the outstanding shares of common stock of APlus:

(a)            the approval of this Agreement and the transactions contemplated hereby and thereby; and

(b)            such other actions as the directors may determine are necessary or appropriate.

4.5          Access to Properties and Records .  SPI and APlus will each afford to the officers and authorized representatives of the other reasonable access to the properties, books, and records of SPI or APlus in order that each may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other, and each will furnish the other with such additional financial and operating data and other information as to the business and properties of SPI or APlus as the other shall from time to time reasonably request.

4.6          Delivery of Books and Records .  At the Closing, SPI shall deliver to APlus, the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of SPI now in the possession or control of SPI or its representatives and agents.

4.7          Actions Prior to Closing by both Parties .

(a)            From and after the date of this Agreement until the Closing Date and except as set forth in the SPI or APlus Schedules or as permitted or contemplated by this Agreement, SPI and APlus will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities.

 
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(b)            Except as set forth herein, from and after the date of this Agreement until the Closing Date, neither SPI nor APlus will: (i) make any change in their organizational documents, charter documents or bylaws; (ii) take any action described in Section 2.6 in the case of APlus, or in Section 3.6, in the case of SPI (all except as permitted therein or as disclosed in the applicable party’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services, or (iv) make or change any material tax election, settle or compromise any material tax liability or file any amended tax return.

4.8          Indemnification .

(a)            APlus hereby agrees to indemnify SPI and each of the officers, agents and directors of SPI as of the date of execution of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made in Article II. The indemnification provided for in this paragraph shall not survive the Closing and consummation of the transactions contemplated hereby but shall survive the termination of this Agreement pursuant to Section 7.1(b) of this Agreement.

(b)            SPI hereby agrees to indemnify APlus and each of the officers, agents and directors of APlus as of the date of execution of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made under Article III. The indemnification provided for in this paragraph shall not survive the Closing and consummation of the transactions contemplated hereby but shall survive the termination of this Agreement pursuant to Section 7.1(c) of this Agreement.


ARTICLE V
CONDITIONS PRECEDENT TO OBLIGATIONS OF SPI

The obligations of SPI under this Agreement are subject to the satisfaction, at or before the Closing, of the following conditions:

 
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5.1          Forward-Split .  Authorization of the Forward-Split set forth in Section 4.2.

5.2          Accuracy of Representations; Performance .  The representations and warranties made by APlus in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date (except for changes therein permitted by this Agreement), and APlus shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by APlus prior to or at the Closing. SPI may request to be furnished with a certificate, signed by a duly authorized officer of APlus and dated the Closing Date, to the foregoing effect.

5.3          Officer’s Certificates .  SPI shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized officer of APlus to the effect that no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of APlus threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement, or, to the extent not disclosed in the APlus Schedules, by or against APlus which might result in any material adverse change in any of the assets, properties, business, or operations of APlus.

5.4          No Material Adverse Change .  Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business, or operations of APlus, nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business, or operations.

5.5          Other Items .

(a)            SPI shall have received such further documents, certificates, or instruments relating to the transactions contemplated hereby as SPI may reasonably request.

(b)            Complete and satisfactory due diligence review of APlus by SPI.

(c)            Approval of the Transaction by the APlus Board and the APlus Holders.

(d)            Any necessary third-party consents shall be obtained prior to Closing, including but not limited to consents necessary from APlus’s lenders, creditors, vendors and lessors.

ARTICLE VI
CONDITIONS PRECEDENT TO OBLIGATIONS OF APlus

The obligations of APlus under this Agreement are subject to the satisfaction, at or before the Closing, of the following conditions:

6.1            Accuracy of Representations; Performance .  The representations and warranties made by SPI in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date, and SPI shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by SPI prior to or at the Closing.  APlus shall have been furnished with a certificate, signed by a duly authorized executive officer of SPI and dated the Closing Date, to the foregoing effect.

 
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6.2          Officer’s Certificate .  APlus shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized executive officer of SPI to the effect that no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of SPI threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement.

6.3          No Material Adverse Change .  Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business, or operations of SPI nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business, or operations of SPI.

6.4          Good Standing .  APlus shall have received a certificate of good standing from the Secretary of State of the State of Nevada or other appropriate office, dated as of a date within ten days prior to the Closing Date certifying that SPI is in good standing as a corporation in the State of Nevada and has filed all tax returns required to have been filed by it to date and has paid all taxes reported as due thereon.

6.5          Other Items .

(a)            APlus shall have received a stockholder list of SPI containing the name, address, and number of shares held by each SPI stockholder as of the date of Closing certified by an executive officer of SPI as being true, complete, and accurate by SPI transfer agent.

(b)            APlus shall have received such further documents, certificates, or instruments relating to the transactions contemplated hereby as APlus may reasonably request.

(c)            Complete and satisfactory due diligence review of SPI by APlus.

(d)            Approval of the Transaction by the SPI Board and the stockholders of SPI.

(e)            There shall have been no material adverse changes in SPI, financial or otherwise.

(f)            There shall be no SPI Common Stock Equivalents outstanding as of immediately prior to the Closing.  For purposes of the foregoing, “SPI Common Stock Equivalents” shall mean any subscriptions, warrants, options or other rights or commitments of any character to subscribe for or purchase from SPI, or obligating SPI to issue, any shares of any class of the capital stock of SPI or any securities convertible into or exchangeable for such shares.

 
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(g)            Any necessary third-party consents shall be obtained prior to Closing, including but not limited to consents necessary from SPI’s lenders, creditors; vendors, and lessors.

ARTICLE VII
TERMINATION

7.1          Termination .

(a)            This Agreement may be terminated by either the APlus Board or the SPI Board at any time prior to the Closing Date if: (i) there shall be any actual or threatened action or proceeding before any court or any governmental body which shall seek to restrain, prohibit, or invalidate the transactions contemplated by this Agreement and which, in the judgment of such board of directors, made in good faith and based on the advice of its legal counsel, makes it inadvisable to proceed with the exchange contemplated by this Agreement; (ii) any of the transactions contemplated hereby are disapproved by any regulatory authority whose approval is required to consummate such transactions or in the judgment of such board of directors, made in good faith and based on the advice of counsel, there is substantial likelihood that any such approval will not be obtained or will be obtained only on a condition or conditions which would be unduly burdensome, making it inadvisable to proceed with the exchange; (iii) there shall have been any change after the date of the latest balance sheets of APlus and SPI, respectively, in the assets, properties, business, or financial condition of APlus and SPI, which could have a materially adverse affect on the value of the business of APlus and SPI respectively, except any changes disclosed in the APlus and SPI Schedules, as the case may be, dated as of the date of execution of this Agreement. In the event of termination pursuant to this paragraph (a) of Section 7.1, no obligation, right, or liability shall arise hereunder, and each party shall bear all of the expenses incurred by it in connection with the negotiation, drafting, and execution of this Agreement and the transactions herein contemplated; (iv) the Closing Date shall not have occurred by July 1, 2008; or (v) if SPI shall not have provided responses satisfactory in APlus’s reasonable judgment to APlus’s request for due diligence materials.

(b)            This Agreement may be terminated at any time prior to the Closing by action of the SPI Board if APlus shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of APlus contained herein shall be inaccurate in any material respect, and, in either case if such failure is reasonably subject to cure, it remains uncured for seven days after notice of such failure is provided to APlus. If this Agreement is terminated pursuant to this paragraph (b) of Section 7.1, this Agreement shall be of no further force or effect, and no obligation, right, or liability shall arise hereunder, except that APlus shall bear its own costs as well as the costs incurred by SPI in connection with the negotiation, preparation, and execution of this Agreement and qualifying the offer and sale of securities contemplated hereby for exemption from the registration requirements of state and federal securities laws.

(c)            This Agreement may be terminated at any time prior to the Closing by action of the APlus Board if SPI shall fail to comply in any material respect with any of its covenants or agreements contained in this Agreement or if any of the representations or warranties of SPI contained herein shall be inaccurate in any material respect, and, in either case if such failure is reasonably subject to cure, it remains uncured for seven days after notice of such failure is provided to SPI.  If this Agreement is terminated pursuant to this paragraph (c) of Section 7.1, this Agreement shall be of no further force or effect, and no obligation, right, or liability shall arise hereunder, except that SPI shall bear its own costs as well as the costs of APlus incurred in connection with the negotiation, preparation, and execution of this Agreement.

 
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ARTICLE VIII
MISCELLANEOUS

8.1          Governing Law .  This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to matters of state law, with the laws of Nevada.  Any dispute arising under or in any way related to this Agreement will be submitted to binding arbitration before a single arbitrator by the American Arbitration Association in accordance with the Association’s commercial rules then in effect. The arbitration will be conducted in New York, New York. The decision of the arbitrator will set forth in reasonable detail the basis for the decision and will be binding on the parties. The arbitration award may be confirmed by any court of competent jurisdiction.

8.2          Notices .  Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered to it or sent by registered mail or certified mail, postage prepaid, or by prepaid telegram and any such notice or communication shall be deemed to have been given as of the date so delivered, mailed, or telegraphed.

8.3          Attorney’s Fees . In the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the non-breaching party or parties for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

8.4          Confidentiality .  SPI, on the one hand, and APlus and the APlus Holders, on the other hand, will keep confidential all information and materials regarding the other Party designated by such Party as confidential.  The provisions of this Section 8.4 shall not apply to any information which is or shall become part of the public domain through no fault of the Party subject to the obligation from a third party with a right to disclose such information free of obligation of confidentiality. SPI and APlus agree that no public disclosure will be made by either Party of the existence of the Transaction or the letter of intent or any of its terms without first advising the other Party and obtaining its prior written consent to the proposed disclosure, unless such disclosure is required by law, regulation or stock exchange rule.

8.5          Expenses .  Except as otherwise set forth herein, each party shall bear its own costs and expenses associated with the transactions contemplated by this Agreement.  Without limiting the generality of the foregoing, all costs and expenses incurred by APlus and SPI after the Closing shall be borne by the surviving entity.  After the Closing, the costs and expenses of the APlus Holders shall be borne by the APlus Holders.

8.6          Schedules; Knowledge .  Each party is presumed to have full knowledge of all information set forth in the other party’s schedules delivered pursuant to this Agreement.

 
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8.7          Third Party Beneficiaries .  This contract is solely between SPI, APlus and the APlus Holders, and, except as specifically provided, no director, officer, stockholder, employee, agent, independent contractor, or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.

8.8          Entire Agreement .  This Agreement represents the entire agreement between the parties relating to the transaction. There are no other courses of dealing, understandings, agreements, representations, or warranties, written or oral, except as set forth herein.

8.9          Survival .  The representations and warranties of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated.

8.10        Counterparts .  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument.

8.11        Amendment or Waiver .  Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to the Closing Date, this Agreement may be amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance hereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

(The rest of this page left intentionally blank.)

 
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IN WITNESS WHEREOF , the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first above-written.


SPARKING EVENTS, INC.
 
APLUS INTERNATIONAL LTD.
         
         
By:
    
By:
 
Name:
Adam Gordoy Borges Dos Santo
 
Name:
Yao-Ting Su
Title:
Chief Executive Officer
 
Title:
Managing Member
         
         
 
 
     
ADAM GORDOY BORGES DO SANTO
     

 
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SCHEDULE I

 
Name
Percentage of
APlus Interests
Number of SPI
Exchange Shares
 
Xodtec Technology Co., Ltd.
 
13.125%
 
2,100,000
 
Targetek Technology Co., Ltd.
 
11.875%
 
1,900,000
 
UP-Tech Technology Co., Ltd.
 
31.250%
 
5,000,000
 
Radiant Sun Development S.A.
 
21.875%
 
3,500,000
 
Du-Hsin Liu
 
3.750%
 
   600,000
 
Chin Pi K. Yeh
 
3.750%
 
   600,000
 
Chun Ting
 
0.938%
 
   150,000
 
Kuang-Yu Chang
 
0.625%
 
   100,000
 
North America Chinese Financial Association Inc.
 
3.125%
 
   500,000
 
Yao-Ting Su
 
9.688%
 
1,550,000

 
  19


Exhibit 3.1

CERTIFICATE OF CHANGE PURUSANT
TO NRS 78.209
CERTIFICTE OF CHANGE FILED PURUSANT TO NRS 78.209
FOR NEVADA PROFIT CORPORATIONS

1.
NAME OF THE CORPORATION:

Sparking Events, Inc.

2.
THE BOARD OF DIRECTORS HAVE ADOPTED A RESOLUTION PURSUANT TO NRS 78.207 AND HAVE OBTAINED ANY REQUIRED APPROVAL OF THE STOCKHOLDERS.

3.
THE CURRENT NUMBER OF AUTHORIZED SHARES AND THE PAR VALUE, IF ANY, OF EACH CLASS OR SERIES, IF ANY, OF SHARES BEFORE THE CHANGE:

75,000,000 shares of common stock, par value $.001 per share.

4.
THE NUMBER OF AUTHORIZED SHARES AND THE PAR VALUE, IF ANY, OF EACH CLASS OR SERIES, OF ANY, OF SHARES AFTER THE CHANGE:

225,000,000 shares of common stock, par value $.001 per share.

5.
THE NUMBER OF SHARES OF EACH AFFECTED CLASS OR SERIES, IF ANY, TO BE ISSUED AFTER THE CHANGE IN EXCHANGE FOR EACH ISSUED SHARE OF THE SAME CLASS OR SERIES:

Three (3) shares of common stock shall be issued after the change in exchange for each share of common stock issued.

6.
THE PROVISIONS, IF ANY, FOR THE ISSUANCE OF FRACTIONAL SHARES, OR FOR THE PAYMENT OF MONEY OR THE ISSUANCE OF SCRIP TO STOCKHOLDERS OTHERWISE ENTITLED TO A FRACTION OF A SHARE AND THE PERCENTAGE OF OUTSTANDING SHARES AFFECTED THEREBY:

Fractional shares shall be rounded up to the nearest whole share.

7.
EFFECTIVE DATE OF FILING (OPTIONAL):

8.
OFFICER SIGNATURE:

Chao-Wu Chou
,
Chief Executive Officer
Date:  April 20, 2009
   
 
 


Exhibit 3.2

 
DEAN HELLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz
 
Entity #
E0211182005-4
Document Number:
20050118413-05
Date Filed:
4/12/2005 1:21:10 PM
In the office of
/s/ Dean Heller
Dean Heller
Secretary of State
     
 
Articles of Organization
Limited-Liability Company
(PURSUANT TO NRS CHAPTER 86)
 
 

Important: Read attached instructions before completing form.
 
ABOVE SPACE IS FOR OFFICE USE ONLY

1. Name of Limited-Liability Company:
  APLUS INTERNANTIONAL LTD  
2. Resident Agent Name and Street Address:
(must be a Nevada address where process may be served)
 
POWER POINT MANAAGEMENT LTD.
             
 
Name
             
 
3305 W SPRING MOUNTAIN RD #48
 
LAS VEGAS
 
NEVADA
 
89102
 
 
Physical Street Address
 
City
     
Zip Code
 
                 
 
Additional Mailing Address
 
City
 
State
 
Zip Code
 
3. Dissolution Date:
(OPTIONAL see instructions)
  Latest date upon which the company is to dissolve (if existence is not perpetual):  
4. Management:
(check one)
 
Company shall be managed by: o Manager(s) OR      Q Member(s)
 
5. Name and Address of each Manager or Managing Member:
(attach additional pages as necessary)
 
SU, YAO-TING
             
 
Name
             
 
3305 W SPRING MOUNTAIN RD
 
LAS VEGAS
 
NEVADA
 
891021
 
 
Address
 
City
 
State
 
Zip Code
 
                 
 
Name
             
                 
 
Address
 
City
 
State
 
Zip Code
 
                 
 
Name
             
                 
 
Address
 
City
 
State
 
Zip Code
 
6. Names, Addresses and Signature of Organizers:
(if more than one organizer attach additional page)
 
POWER POINT MANAAGEMENT LTD.
             
 
Name
             
 
Signature
 
ILLEGIBLE
 
 
3305 W SPRING MOUNTAIN RD
 
LAS VEGAS
 
89102
 
89102
 
 
Address
 
City
 
State
 
Zip Code
 
7. Certificate of Acceptance of Appointment of Registered Agent:
 
I hereby accept appointment as Registered Agent for the above named limited-liability company.
             
 
ILLEGIBLE
 
           
 
Authorized Signature of R. A. or On Behalf of R.A. Company
 
Date
 
APR-11-05
     
                 

This form must be accompanied by appropriate fees. See attached fee schedule.
 
 


Exhibit 3.3
 
OPERATING AGREEMENT

APLUS INTERNATIONAL, LTD.


THIS OPERATING AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into as of the 1st day of April, 2009 by and among, APLUS INTERNATIONAL, LTD., a Nevada limited liability company (the “Company”) and each and all of those persons whose names are subscribed hereto as members (individually, a “Member,” or collectively, the “Members”).

WHEREAS, the Organizers have formed the Company as a limited liability company under the Laws of the State of Nevada by causing the Articles of Organization, conforming to the requirements of the Act (as defined below) to be filed in the Office of the Secretary of State for the State of Nevada.

NOW, THEREFORE, in consideration of the mutual covenants herein contained, and intending to be legally bound hereby, and for other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties hereby covenant, agree and certify as follows:

ARTICLE 1

DEFINITIONS

1.1           “ Act   shall mean the Nevada Limited Liability Company Act, Chapter 18, Title 6 of the Delaware Code.
 
1.2           “ Agreement ” shall mean this Operating Agreement as originally executed and as amended from time to time.
 
1.3           “ Articles of Organization   shall refer to the Articles of Organization of the Company filed on April 12, 2005, in the Office of Secretary of State of Nevada.
 
1.4           “ Capital Contribution   shall mean any contribution to the capital of the Company by a Member, whenever made, of cash, property, services rendered, promissory note(s), or other obligation to contribute cash or property or to perform services.
 
1.5           “ Code ” shall refer to the Internal Revenue Code of 1986 as it presently exists and hereafter may be amended.
 
1.6           “ Company   shall refer to APlus International, Ltd., a limited liability company formed under the laws of the State of Nevada.  The principal business of the Company is to engage in portfolio development and asset management of the Company’s clients (the “Business Plan”).
 
 
 

 
 
1.7           “ Disposition ” shall refer to the sale of all or substantially all of the assets of the Company, refinancing of the Company property, condemnation (whether pursuant to governmental authority or pursuant to a private right of condemnation), a casual or an involuntary conversion.
 
1.8            “ Managers ” shall be the Managers and the person or persons from time-to-time elected pursuant to Article 8 hereof by the Members to manage the Company.
 
1.9           “ Members   shall be the Members and any additional or substituted Members admitted pursuant to Article 11 hereof.
 
1.10             Membership Interests   refer to the Members' interest and ownership in the Company, including, without limitation, interests in net income and net loss, rights to distributions, allocations, information, governing rights, and all other rights and obligations under this Agreement and applicable law related to the Company .
 
1.11           “ Organizers ” shall be the organizers of the Company responsible for filing the Company’s Articles of Organization.
 
1.12           “ Profits and Losses ” shall mean the net profits or net losses of the Company as shown on its books of account after deduction of expenses, depreciation and such other charges or additions as are appropriate under the record keeping system and accounting principles customarily employed by the Company and consistently applied (being initially, the cash method of accounting for federal income tax reporting purposes).
 

ARTICLE 2

OFFICES

The principal office of the Company shall be at such place within or without the State of Nevada as the Managers may determine.  The Company may have such other offices, either within or without the State of Nevada as the Managers may designate or as the business of the Company may from time-to-time require.


ARTICLE 3

REGISTERED OFFICE AND AGENT

The registered office of the Company in the State of Nevada shall be located at 2235 E. Flamingo Road, Suite 201A, in the City of Las Vegas, County of Nevada, and the registered agent at such address shall be Power Point Management, Ltd.

 
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ARTICLE 4

TERM

The term of the Company commenced on the date the Company’s Articles of Organization were accepted by the Nevada Secretary of State, which also is the effective date of this Agreement.  The Company shall continue for a term of thirty (30) years and, thereafter, shall continue in existence for such successive periods of one (1) year each as all of the Members may agree upon by and under any appropriate instrument, unless it shall have been otherwise dissolved as hereinafter provided.


ARTICLE 5

RIGHTS AND OBLIGATIONS OF MEMBERS

5.1            Liability .  Each Member's liability shall be limited as set forth in the Act and other applicable law.  No Member shall be liable for any debts or losses of the Company beyond his or her Capital Contributions, except as provided herein and in the Act.

5.2            Business of the Company .  Except as provided herein and under the Act, a Member shall take no part in the conduct or control of the business of the Company and shall have no right or authority to act for or to bind the Company in any manner whatsoever.

5.3            Status of Membership Interests .  Except as is otherwise provided in this Agreement or the Act, the Membership Interest owned by a Member shall be fully paid and nonassessable.  No Member shall have the right to withdraw or reduce his or her Capital Contribution to the Company except as a result of the dissolution and termination of the Company or as otherwise explicitly provided in this Agreement.  No Member shall have the right to bring an action for partition against the Company and each Member expressly waives any such right.


ARTICLE 6

MANAGERS

6.1            General Powers .  The business and affairs of the Company shall be managed by the Managers, except as otherwise provided by the Act, the Articles of Organization, or this Agreement.  The Managers shall devote such time to the business and affairs of the Company as they shall reasonably deem necessary to properly conduct such business and affairs in accordance with this Agreement and applicable law.  It is expressly understood and agreed that the Managers shall not be required to devote their entire business time or business resources to the business of the Company, unless so required by the terms of any employment or other agreement between an individual Manager and the Company relating to the services of a Manager.  Except as provided in the Act, the Articles of Organization, or this Agreement, each Manager shall be responsible for the management of the Company's business and shall have all powers generally conferred by law as well as those which are necessary, advisable or consistent in connection therewith, provided, however, that all decisions shall be upon the affirmative vote of a majority of the Managers, or upon the affirmative vote of both of the Managers if there shall be only two (2) in office.  Any note, contract, deed, bill of sale, mortgage, lease, or other commitment purporting to bind the Company to any action which is authorized in accordance with this Agreement shall be signed on behalf of the Company by any Manager or by any person to whom the Managers designate authority under an agreement, arrangement or resolution.

 
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6.2            Limitations on Authority of the Managers .

A.           The Managers shall not have the authority to:

(a)           do any act in contravention of this Agreement;

(b)           do any act which would make it impossible to carry on the ordinary business of the Company.  For purposes of this Section 6.2, the sale of all or a substantial portion of the Company's assets not in the ordinary course of business, without the prior written approval of the holders of two-thirds of the Membership Interests, shall be deemed to be an act making it impossible for the Company to carry on its ordinary business;

(c)           confess a judgment against the Company;

(d)           possess Company property or assign the rights of the Company in specific Company property for other than Company purposes;

(e)           admit a person as a Member except as provided in the Act and this Agreement;

(f)           continue the business of the Company in contravention of Article 12 hereof;

(g)           combine the Company with another entity without the prior written consent of the holders of two-thirds of the Membership Interests; or

(h)           amend the Articles of Organization or this Agreement without the prior written consent of the holders of two-thirds of the Membership Interests.

B.           The Managers shall not do any of the following without the consent of a majority of the Initial Members:

(i)           The sale or disposition of assets of the Company having an aggregate value in excess of twenty five percent (25%) of the net book value of all assets of the Company, unless in the context of a determination by the Board of Managers to cease the conduct of all business of the Company.

 
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(ii)           The adoption of any official Business Plan or any significant deviation from the Business Plan in effect from time-to-time.

(iii)           Engaging in any business outside the scope of the business purpose of the Company.

(iv)           Increasing the authorized and/or issued share capital or issuing any new membership units of the Company , or granting any option, warrant or other interest over, or effecting any other reorganization of, the capital of the Company.

(v)           Incurring any indebtedness in the nature of borrowings or making any loan other than as expressly provided for or contemplated by the Business Plan then in effect.

6.3            Liability of Managers .  Each Manager shall discharge his, her or its duties to the Company in good faith and with reasonable care.  Unless fraud, deceit, gross negligence, willful misconduct or a wrongful taking or other self-dealing shall be proved in a court of competent jurisdiction, a Manager shall not be liable or obligated to the Members for any mistake of fact or judgment or for the doing of any act or the failure to do any act by the Manager in conducting the business, operations and affairs of the Company which may cause or result in any loss or damage to the Company or its Members, or for losses by the Company or the Members.  A Manager shall incur no liability to the Company or to any of the Members as a result of engaging in any other business or venture, except as may be specified in this Agreement, or any employment or other agreement relating to the Manager’s provision of services to the Company.
 
The Company shall indemnify any Person (such term includes any natural person and any legal entity), who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he is or was a Manager,  Member, officer, employee or agent of the Company or is or was serving at the request of the Company as a manager, director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (“Indemnified Person”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (subject to the provisions below) actually and reasonably incurred by him in connection with such action, suit or proceeding if the act or failure to act giving rise to the claim for indemnifica­tion is not determined by a court to have constituted fraud, bad faith, gross negligence, recklessness, willful misconduct, or breach of this Agreement.

The Company shall not be required to indemnify an Indemnified Person for amounts paid in settlement unless the Company has approved the terms of such settlement.
 
6.4            Number and Qualifications .  The Company shall have at least one and not more than seven (7) Managers.  No change in the number of Managers shall have the effect of shortening the term of any incumbent Manager.  Managers shall be natural persons of the age of 18 years or older.

 
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6.5            Election and Term of Office .  The initial Managers shall hold office until their respective successors are duly elected and qualified.  Managers shall be elected by the affirmative vote of a majority of Membership Interests, to hold office until the next succeeding annual meeting.  Each Manager shall hold office until his or her successor is duly elected and qualified, unless sooner displaced.  Election of Managers need not be by ballot.  Managers also may be elected at a special meeting of the Members by vote of the holders of a majority of Membership Interests.

6.6            Compensation .  Salary or other compensation of the Managers may be fixed from time to time by the affirmative vote of Members holding a majority of the Membership Interests, and no Manager shall be prevented from receiving such salary by reason of the fact that he is also a Member of the Company.

6.7            Removals and Resignations .  Except as may otherwise be provided by the Act, the Members may, at any meeting called expressly for the purpose, by a vote of the Members owning a majority of Membership Interests entitled to vote at an election of Managers, remove any or all Managers from office, with or without cause.  A Manager may resign at any time by giving written notice to the Board of Managers.  The resignation shall take effect immediately upon the receipt of the notice, or at any later time specified therein.  The acceptance of such resignation shall not be necessary to make it effective, unless the resignation by its terms requires acceptance.

6.8            Vacancies .  Any vacancy occurring in the office of a Manager, whether by reason of an increase in the number of Managers or otherwise, shall be filled by the affirmative vote of the Members holding a majority of Membership Interests.  A Manager elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office, unless sooner displaced.

6.9            Tax Matters .  The Managers may designate a Manager or committee of Managers as the “Tax Matters Manager” or “Tax Matters Committee” for the purpose of determining the tax treatment of any item (“Company Items”) required to be taken into account for the Company's taxable year under any provision of the Code.  Such Tax Matters Manager or, Committee shall be authorized to enter into settlement agreements with the Internal Revenue Service on behalf of all Members with respect to Company Items, and each Member (except any Member who has filed a statement described in Code Section 6224 (c)(3)(B)) agrees to be bound by the terms of any settlement agreement entered into by the Tax Matters Manager or Committee on behalf of all Members.  Pursuant to this authorization, each Member who has not so filed agrees to execute such further documents as may be necessary or desirable to cause the settlement agreement to be binding on such Member and not to exercise any right or undertake any other action which is inconsistent with any settlement agreement entered into by the Tax Matters Manager or Committee on behalf of such Member.  The Tax Matters Manager or Committee shall (i) keep the Members reasonably informed as to the status of all administrative and judicial Tax proceedings, (ii) file with the Internal Revenue Service a request for administrative adjustment if the Tax Matters Manager or Committee deems such to be appropriate, and (iii) file a petition in a court of competent jurisdiction regarding any dispute with respect to Company Items which the Tax Matters Manager or Committee deems appropriate.

 
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ARTICLE 7

DISTRIBUTIONS

7.1            Distributions

(a)           All Cash Available for Distribution shall be allocated to the Members and distributed among them pro rata in accordance with their relative Membership Interests in such amounts as the Managers in their sole discretion may from time-to-time, and at such times, determine to be appropriate for distribution to members and consistent with the then applicable business plan and financial requirements of the Company or in accordance with the provisions for distribution set forth herein.

(b)           Upon the resignation of a Member, except as otherwise provided in this Agreement, a resigning Member shall not be entitled to the return of such Member’s capital contribution or capital account, or to any other payment.  Unless the resigning Member and a majority in interest of the other Members agree on the terms of redemption of the resigning Member’s Membership Interest, the resigning Member shall receive  the amount such former Member would have received if still a Member at the time of dissolution.  No Member, regardless of the nature of his or her contribution, has a right to demand or receive any distribution from the Company in any form other than cash.

(c)           Notwithstanding anything to the contrary herein contained, the net proceeds realized and available from any Disposition (which in the case of insurance funds from a casualty shall take into account the costs or expenditures for repair or replacement and the requirements of any mortgage holder on the Company property) shall be distributed in the following order of priority:

(i)           to pay any debts and liabilities of the Company;

(ii)         to establish any reserve which the Managers deem reasonably necessary to provide for any contingent or unforeseen liabilities or obligations of the Company; provided that, at the expiration of such period of time as the Managers deem advisable, the remaining balance of such reserve shall be distributed in the manner set forth herein;

(iii)        to pay the Members pro rata according to their respective Membership Interests as set forth herein.

10.2            Limitations on Distributions .  Company distributions, shall not be made to the extent that, after giving effect to the distribution, all liabilities of the Company, other than liabilities to Members on account of their Membership Interests, would exceed the fair value of the Company's assets.  No distributions shall be made to any Member at any time except accrued and unpaid Dividends and Profit Participation to the Class B Members.

 
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ARTICLE 8

DISSOLUTION AND TERMINATION OF THE COMPANY

8.1            Dissolution and Termination .  The Company shall be dissolved and/or terminated under the Act upon the occurrence of any of the following events:

(a)           Upon the expiration of the term of this Agreement; or

(b)           Upon the written consent of the holders of two-thirds of the Membership Interests.

8.2            Distribution upon Termination .  Upon the dissolution and termination of the Company, the Managers shall take full account of the Company's assets and liabilities, the assets shall be liquidated as promptly as is   consistent with obtaining fair value therefor, and the proceeds therefrom, to the extent sufficient therefor, shall be applied and distributed in the following order:

(a)           to the payment of all creditors, other than Members, in the order of priority as provided by the Act, except any claims of secured creditors whose obligations will be assumed or otherwise transferred on the liquidation of the Company's assets;

(b)           to the payment of any obligations of the Company to any Member;

(c)           to the establishment of any reserves which the Managers deem reasonably necessary for any contingencies or unforeseen liabilities or obligations of the Company.  Such reserves shall be paid over by the Managers to an escrow agent or shall be held for the purpose of disbursing such reserves in payment of any of the said contingencies and, at the expiration of such period as the Managers shall deem advisable, the balance thereof shall be distributed in the manner and order provided in this Section 8.2; and

(d)           to the payment of all Members of their respective positive capital accounts (after taking into account all capital account adjustments under Section 10.3 of this Agreement during the taxable year such liquidation occurs other than any adjustments for the liquidating distributions hereunder), including Members who resigned and received less than the fair value of their Membership Interests at the time of their resignation.

8.3            Allocations During Dissolution .  Throughout the dissolution and winding up of the Company, all of the Members shall be allocated their share of Company Items.  Any gain or loss from a sale or other disposition of any Company property shall also be allocated in accordance with Article 10 of this Agreement.

 
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8.4            Distributions in Kind .  In the event a distribution of Company property in kind is made, such property shall be either: (i) transferred and conveyed to the Members or their assigns so as to vest in each of them, as tenants-in-common, a percentage interest in the whole of said property equal to the percentage interest he would have received had the aforesaid property not been distributed in kind; or (ii) transferred and conveyed to the Members on an asset-by-asset determination, as determined by the Managers in their sole and absolute discretion.  Notwithstanding anything to the contrary herein contained, distributions in kind are expressly authorized to such extent as the Managers may determine in their sole and absolute discretion and the allocation of gain or loss in connection therewith, if any, shall be allocated in accordance with the Provisions of Section 10.1 hereof.

8.5            Time .  A reasonable time, as determined by the Managers, not to exceed six months from the date of an event of dissolution, shall be allowed for the orderly liquidation of the assets of the Company and the discharge of Company liabilities.

8.6            Statement of Termination .  The Managers shall furnish each of the Members, at the Company's expense, with a statement which shall set forth the assets and liabilities of the Company as of the date of complete liquidation and distribution as herein provided.  Such statement shall also schedule the receipts and disbursements made with respect to the termination hereunder and shall be final and binding upon all persons, except such persons who may file a specific and detailed written protest thereof within 90 days of his or her receipt of the statement.

8.7            Certificate of Cancellation .  Upon the completion of termination in accordance with the terms hereof, the Company shall terminate and the Members shall execute, acknowledge, and cause to be filed a certificate of cancellation of the Company, whereupon the Company will cease to exist in all respects.

8.8            Liquidating Trustee .  In the event of a dissolution of the Company, the liquidation of its assets and the discharge of its liabilities may be carried out by a liquidating trustee or receiver who shall be a bank or trust company or other person or firm having experience in managing, liquidating, or otherwise handling property of the type then owned by the Company.  Any such liquidating trustee or receiver shall be designated by the Managers.  A liquidating trustee shall not be personally liable for the debts of the Company but otherwise shall have such obligations and authorities as are given the Managers pursuant to this Agreement or as may be agreed upon between the Members and said liquidating trustee.


ARTICLE 9

ACCOUNTING AND REPORTS

9.1            Books and Records .  At the expense of the Company, the Managers shall maintain records and accounts of all operations and expenditures of the Company.  In accordance with the Act, the Company shall keep at its principal place of business the following records:

 
9

 
 
(a)           A current list of the full name and last known business, residence, or mailing address of each Member and Manager, both past and present;

(b)           A copy of the Articles of Organization and all amendments thereto, together with executed copies of all powers of attorney pursuant to which any amendment has been executed;

(c)           Copies of the Company's federal, state, and local income tax returns and reports, if any, for the three most recent years;

(d)           Copies of this Agreement, copies of any writings permitted or required with respect to a Member's obligation to contribute cash, property or services, and copies of any financial statements of the Company for the three most recent years;

(e) Minutes of every annual, special, and court-ordered meeting of the Members and/or Managers; and

(f) Any written consents obtained from Members or Managers for actions taken without a meeting.

Such books and records shall be open for the inspection and examination by any Member, in person or by his or her duly authorized representative, at reasonable times at the principal office of the Company upon at least five business days prior written notice and a showing that the request is made in good faith and for a proper purpose.

The Company's books and records shall be kept on the cash method of accounting for federal income tax reporting purposes and any change in method shall be made by the Tax Matters Manager (or Tax Matters Committee as the case may be) in its sole discretion.

9.2            Fiscal Year .  The annual accounting period of the Company shall be the calendar year.

9.3            Returns and Reports .  The Company shall prepare or have prepared and distribute, at the Company's expense, a completed copy of the Company's federal information return and any similar state income tax return required by applicable law.  The Managers will use reasonable efforts to mail each Member's Schedule K-1 (Form 1065) within one hundred (100) days of the end of each calendar year of the Company.  The Company shall also furnish to each Member such other reports on the operation of the Company as may be reasonably requested.  Each Member shall file such state income tax returns and make timely payment of all state taxes imposed with respect to such Member's share of Company income.

9.4            Bank Accounts .  All funds of the Company shall be deposited in its name in such checking and savings accounts or time certificates (or the like) as shall be designated by the Managers.  Withdrawals therefrom shall be made upon such one or more signatures as the Managers may designate; provided, however, that only Managers who maintain an office in the principal office of the company may be a signatory on any bank account established by the Company.

 
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9.5            Federal Income Tax Elections .  All elections required or permitted to be made by the Company under the Code shall be made by, the Tax Matters Manager (or Tax Matters Committee, as the case may be) in his or her sole discretion.

ARTICLE 10

MISCELLANEOUS

10.1           Amendments .  Any amendment to this Agreement may be proposed by any Member or Manager.  A vote on a proposed amendment shall be taken within 30 days of the date notice of the proposal is given to the Members.  An amendment shall become effective at such time as it has been approved in writing by all of the Members entitled to vote.

10.2           Notices .  All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified; (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day; (c) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All such communications shall be sent to the Company at principal office,  and to the Members at the address set forth on the signature page hereto or at such other address as the Company or Member may designate by ten (10) days advance written notice to the other parties hereto.

10.3           Captions .  Titles or captions contained in this Agreement are inserted only as a matter of convenience and reference, and in no way define, limit, extend, or describe the scope of this Agreement or the intent of any provision hereof.

10.4           Usage .  As used herein, the masculine, feminine or neuter gender, and the singular or plural numbers, shall each be deemed to include the others unless the context clearly indicates to the contrary.  “Person” or “party” shall include a corporation, firm, partnership, proprietorship, or other form of association.

10.5           Counterparts .  This Agreement may be executed in any number of counterparts and all of such counterparts shall be deemed an original and for all purposes constitute one Agreement binding on the parties hereto, notwithstanding that all parties are not signatory to the same counterpart.

10.6           Binding Agreement .  Except as otherwise provided herein to the contrary, this Agreement shall be binding upon and inure to the benefit of the parties hereto, their personal representatives, successors, assigns, and legal representatives.

 
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10.7           Severability .  If any provision of this Agreement shall be declared invalid or unenforceable, the remainder of this Agreement will continue in full force and effect so far as the intent of the parties can be carried out.

10.8           Entire Agreement; Governing Law .  This Agreement, including the Exhibits hereto, contains the entire agreement of the parties hereto.  In the event any of the terms or conditions hereof shall conflict with any of the terms or condition of the Articles of Organization, the terms and conditions of this Agreement shall control.  All amendments, modifications, supplements or riders hereto, if any, shall be set forth in writing executed by the parties hereto, and shall be attached to this Agreement at the time of such execution.  This Agreement shall be governed by the laws of the State of Nevada.

10.9           Further Action .  All parties agree to execute and deliver such papers, documents, and instruments, and perform such acts, as are necessary or appropriate to implement or carry out the terms or intent or hereof.


IN WITNESS WHEREOF , the undersigned Members have executed this Operating Agreement under their seal this   1 st   day of        April       , 2009.


APLUS INTERNATIONAL, LTD.


By: /s/ Yao-Ting Su
      Yao-Ting Su, Member


RADIANT SUN DEVELOPMENT S.A.


By: /s/ Hui-Yun Lo
      Hui-Yun Lo, President

 
12

 

SCHEDULE A


Member
 
Membership Interest
Xodtec Technology Co., Ltd.
 
16.8%
Targetek Technology Co., Ltd.
 
15.2%
UP-Technology Co., Ltd.
 
40.0%
Radiant Sun Development S.A.
 
28.0%
 
 
13


Exhibit 4.1

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SPARKING EVENTS, INC., THAT SUCH REGISTRATION IS NOT REQUIRED.
 
April 23, 2009
Warrant No.: ___

 
COMMON STOCK PURCHASE WARRANT

Right to Purchase ______ Shares of Common Stock of

SPARKING EVENTS, INC.

SPARKING EVENTS, INC. , a corporation organized under the laws of the State of Nevada (the “Company”), hereby certifies that, for value received, __________________ ( the” Holder”) is entitled to purchase from the Company upon the due exercise hereof, and subject to the terms and conditions herein, from the date of issue of this warrant (the “Warrant”) until six months following the issuance hereof (the "Expiration Date"), all or any part of ____________________ (_______) fully paid and non-assessable, post forward-split shares of common stock, par value $0.001 per share (the "Common Stock") of the Company, upon surrender hereof, with the exercise form annexed hereto duly completed and executed, at the office of the Company and upon simultaneous payment therefore in cash or by certified or official bank check, payable to the order of the Company, at an exercise price (“Exercise Price”) of $____ per share, subject to adjustment as provided herein.

1.              Restriction on Transfer.   No resale of the Warrant or of any of the shares of Common Stock underlying the exercise of the Warrant (the “Underlying Stock”) will be made unless such resale is registered pursuant to a registration statement filed by the Company with the Securities and Exchange Commission (the "Commission") or made pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "Securities Act"). By acceptance of this agreement, the Holder agrees, for itself and all subsequent holders, that prior to making any disposition of the Warrant or of any Underlying Stock, the Holder shall give written notice to the Company describing briefly the proposed disposition; and no such disposition shall be made unless and until (i) the Company has notified the Holder that, in the opinion of counsel satisfactory to it, no registration or other action under the Securities Act is required with respect to such disposition (which opinion may be conditioned upon the transferee's assuming the Holder's obligation hereunder); or (ii) a registration statement under the Securities Act has been filed by the Company and declared effective by the Commission or other such similar action has been taken.

2.               Expiration of Warrant.   Unless this Warrant and the Exercise Price are tendered as herein provided before the close of business on the Expiration Date, this Warrant will become wholly void and all rights and obligations set forth herein shall expire and terminate.

3.              Partial Exercise.   If this Warrant is exercised for less than all the shares that may be purchased upon the exercise hereof, the Warrant shall be surrendered by the Holder and replaced with a new warrant of identical terms in the name of the Holder providing for the right to purchase the number of shares of Underlying Stock as to which this Warrant has not yet been exercised.

 
 

 

4.              Adjustments.   The Exercise Price and the number of shares of Underlying Stock of the Company issuable pursuant to such exercise is subject to adjustment as follows:

(a)           In case the Company shall at any time declare a stock dividend or stock split on the outstanding shares of Common Stock in shares of its Common Stock, then the Exercise Price and number of shares of Underlying Stock shall be proportionately adjusted so that the holder of any Warrant exercised after such time shall be entitled to receive the aggregate number and kind of shares which if such Warrant had been exercised immediately prior to such time, he or she would have owned upon such exercise and been entitled to receive by virtue of such dividend.

(b)           In case the Company shall at any time subdivide or combine the outstanding shares of the Common Stock, the Exercise Price, initial or adjusted, in effect immediately prior to such subdivision or combination shall forthwith be proportionately decreased in the case of subdivision or increased in the case of combination.

(c)           In case of any capital reorganization, sale of substantially all the assets of the Company, or any reclassification of the shares of Common Stock of the Company, or in case of any consolidation with or merger of the Company into or with another corporation, then as a part of such reorganization sale reclassification, consolidation or merger, as the case may be, provision shall be made so that the registered owner of the Warrant evidenced hereby shall have the right thereafter to receive upon the exercise thereof the kind and amount of shares of stock or other securities or property which he would have been entitled to receive if immediately prior to such reorganization, reclassification, consolidation or merger, he had held the number of shares of Underlying Stock which were then issuable upon the exercise of the Warrant evidenced hereby, to the end that the provisions set forth (including provisions with respect to adjustments of the Exercise Price) shall thereafter be applicable, as nearly as reasonably may be, in relation to any shares of stock or other property thereafter deliverable upon the exercise of such Warrants.

(d)           If the Company at any time makes any spin-off, split-off, or distribution of assets upon or with respect to its Common Stock, as a liquidating or partial liquidating dividend, spin-off, or by way of return of capital, or other than as dividend payable out of earnings or any surplus legally available for dividends, the Holder then outstanding shall, upon the exercise of the Warrant, receive, in addition to the shares of Common Stock then issuable on exercise of the Warrant, the amount of such assets (or, at the option of the Company, a sum equal to the value thereof at the time of the distributions) which would have been payable to such holder had he or she exercised the Warrant immediately prior to the record date for such distribution.

(e)           When any adjustment is required to be made to the Exercise Price, the number of shares of Common Stock issuable shall be determined as provided for in paragraph (f) hereof. No fractional shares of Common Stock shall be issued upon the exercise of the Warrant.  The Company shall round all fractional shares to the next whole share.

(f)           Whenever the Exercise Price is adjusted as provided above, the number of shares of Underlying Stock immediately prior to such adjustment shall be increased, effective simultaneously with such adjustment, by a number of shares of Common Stock computed by multiplying such number of shares of Common Stock by a fraction, the numerator of which is the Exercise Price in effect immediately prior to such adjustment and the denominator of which is the Exercise Price in effect upon such adjustment, and the number of shares of Underlying Stock arrived at by making said computation shall be added to the number of shares of Underlying Stock immediately prior to such adjustment. The total number of shares arrived at by making the computation provided for in the immediately preceding sentence shall thereupon be the number of shares of Common Stock issuable upon exercise or the Warrant and the Company shall forthwith determine the new Exercise Price.

 
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5.             Notice of Adjustment . Upon any adjustment of the number of Units and upon any adjustment of the Exercise Price, then and in each such case the Company shall give written notice thereof to the Holder, which notice shall state the Exercise Price and the number of Units or other securities subject to the unexercised Warrants resulting from such adjustment, and shall set forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the request of the Holder there shall be transmitted promptly to the Holder a statement of the firm of independent chartered accountants retained to audit the financial statements of the Company to the effect that such firm concurs in the Company's calculation of the change.

6.             Other Notices . In case at any time after the date hereof and prior to the Expiration Date:

(a)           the Company shall declare any dividend upon its shares payable in shares of Common Stock;

(b)           there shall be any capital reorganization or reclassification of the capital stock of the Company, or consolidation, amalgamation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation; or

(c)           there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company,

then, in any one or more of such cases, the Company shall give to the Holder (I) at least 10 days' prior written notice of the date on which a record date shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up and (II) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, at least 10 days' prior written notice of the date when the same shall take place. Such notice in accordance with the foregoing clause (I) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of shares shall be entitled thereto, and such notice in accordance with the foregoing clause (II) shall also specify the date on which the holders of shares shall be entitled to exchange their shares for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, amalgamation, sale, dissolution, liquidation or winding-up, as the case may be.

7.              Delivery of Underlying Stock.   As soon as practicable after the exercise hereof, the Company shall deliver a certificate or certificates for the number of full shares of Underlying Stock, all of which shall be fully paid and nonassessable, to the person or persons entitled to receive the same provided no sale, offer to sell or transfer of the Underlying Stock or of this Warrant, or of any shares or other securities issued in exchange for or in respect of such shares, shall be made unless a registration statement under the Act, with respect to such shares, is in effect or an exemption from the registration requirements of such Act is applicable to such shares.

8.              Condition of Exercise of Warrant .

(a)           Unless exercised pursuant to an effective registration statement under the Securities Act which includes the Underlying Stock, it shall be a condition to any exercise of this Warrant that the Company shall have received, at the time of such exercise, a representation in writing from the recipient in the form attached hereto as Exhibit A-1, that the Underlying Stock being issued upon exercise, are being acquired for investment and not with a view to any sale or distribution thereof.

 
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(b) Each certificate evidencing the Underlying Stock issued upon exercise of this Warrant, shall be stamped or imprinted with a legend substantially in the following form:

"The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended. The securities have been acquired for investment and may not be sold, transferred or assigned in the absence of an effective registration statement for the securities under said Act, or an opinion of counsel, in form, substance and scope reasonably acceptable to the Company, that registration is not required under said Act or unless sold pursuant to Rule 144 under said Act."

Subject to this Section 6, the Company may instruct its transfer agent not to register the transfer of all or a part of this Warrant, or any of the Underlying Stock, unless one of the conditions specified in the above legend is satisfied.

9.              Representations and Warranties of the Company .  The Company represents and warrants to the Holder as follows:

(a)           This Warrant has been duly authorized and executed by the Company and is a valid and binding obligation of the Company enforceable in accordance with its terms;

(b)           The Underlying Stock has been duly authorized and reserved for issuance by the Company and, when issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable;

(c)           The execution and delivery of this Warrant is not, and the issuance of the Underlying Stock upon exercise of this Warrant in accordance with the terms hereof will not be, inconsistent with the Company’s Articles of Incorporation or By-laws, as amended.

10.            Representations and Warranties by the Holder .  The Holder represents and warrants to the Company as follows:

(a)           This Warrant is being acquired for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act.  Upon exercise of this Warrant, the Holder shall, if so requested by the Company, confirm in writing, in the form attached hereto as Exhibit A-1, that the Underlying Stock issuable upon exercise of this Warrant is being acquired for investment and not with a view toward distribution or resale.

(b)           The Holder understands that the Warrant and the Underlying Stock have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act pursuant to Section 4(2) thereof, and that they must be held by the Holder indefinitely, and that the Holder must therefore bear the economic risk of such investment indefinitely, unless a subsequent disposition thereof is registered under the Securities Act or is exempted from such registration.

 
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(c)           The Holder has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the purchase of this Warrant and the Underlying Stock and of protecting its interests in connection therewith.

(d)           The Holder is able to bear the economic risk of the purchase of the Underlying Stock pursuant to the terms of this Warrant.

11.            Rights of Stockholders .  No holder of this Warrant shall be entitled, as a warrant-   holder, to vote or receive dividends or be deemed the holder of Common Stock or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised.

12.            Miscellaneous.

(a)           This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought.

(b)           This Warrant shall be governed by and construed in accordance with the laws of State of Nevada without regard to principles of conflicts of laws.  Any action brought concerning the transactions contemplated by this Warrant shall be brought only in the state courts of New York or in the federal courts located in the state of New York; provided, however, that the Company may choose to waive this provision and bring an action outside the state of New York.

(c)           The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

(d)           The headings in this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof.

(e)           The terms of this Warrant shall be binding upon and shall inure to the benefit of any successors or assigns of the Company and of the holder or holders hereof and of the Underlying Stock.

(f)           This Warrant and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

(g)           Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company at its expense will execute and deliver to the holder of record, in lieu thereof, a new Warrant of like date and tenor.

(h)           This Warrant and any provision hereof may be amended, waived or terminated only by an instrument in writing signed by the Company and the Holder.

 
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(i)           Receipt of this Warrant by the Holder hereof shall constitute acceptance of and agreement to the foregoing terms and conditions.

IN WITNESS WHEREOF , the Company has caused this Warrant to be signed by its duly authorized officer.

Dated: April __, 2009

SPARKING EVENTS, INC.


By:
   
 
Name:
 
 
Title:
 


Warrant Holder:
   
     
Address:
   
     
     
 
 
6

 

EXHIBIT A

NOTICE OF EXERCISE

TO:              SPARKING EVENTS, INC.

1.              The undersigned hereby elects to purchase ________ shares of Common Stock of SPARKING EVENTS, INC. pursuant to the terms of this Warrant, and tenders herewith payment of the purchase price of such shares in full.

2.              Please issue a certificate or certificates representing said shares of Common Stock in the name of the undersigned or in such other name as is specified below:


     
 
(Name)
 
     
     
 
(Address)
 
     


3.              The undersigned hereby represents and warrants that the aforesaid shares of Common Stock are being acquired for the account of the undersigned for investment and not with a view to, or for resale, in connection with the distribution thereof, and that the undersigned has no present intention of distributing or reselling such shares and all representations and warranties of the undersigned set forth in Section 8 of the attached Warrant are true and correct as of the date hereof.  In support thereof, the undersigned agrees to execute an Investment Representation Statement in a form substantially similar to the form attached to the Warrant as EXHIBIT A-1.


     
 
(Signature)
 
       
 
By:
   
       
 
Title:
   
       
 
Date:
_______________________________, 20__
 

 

 

EXHIBIT A-1

INVESTMENT REPRESENTATION STATEMENT

 
PURCHASER:
______________________

 
SELLER:
______________________

 
COMPANY:
SPARKING EVENTS, INC.

 
SECURITIES:
COMMON STOCK ISSUED UPON EXERCISE OF THE WARRANTS ISSUED ON APRIL __, 2009

 
AMOUNT:
__________ SHARES

 
DATE:
____________, 200_

In connection with the purchase of the above-listed Securities, I, the Purchaser, represent to the Seller and to the Company the following:

(a)         I am aware of the Company’s business affairs and financial condition, and have acquired sufficient information about the Company to reach an informed and knowledgeable decision to acquire the Securities.  I am purchasing these Securities for my own account for investment purposes only and not with a view to, or for the resale in connection with, any "distribution" thereof for purposes of the Securities Act of 1933, as amended (the "Securities Act").

(b)         I understand that the Securities have not been registered under the Securities Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of my investment intent as expressed herein.  In this connection, I understand that, in the view of the Securities and Exchange Commission (the "Commission"), the statutory basis for such exemption may be unavailable if my representation was predicated solely upon a present intention to hold these Securities for the minimum capital gains period specified under tax statutes, for a deferred sale, for or until an increase or decrease in the market price of the Securities, or for a period of one year or any other fixed period in the future.

(c)         I further understand that the Securities must be held indefinitely unless subsequently registered under the Securities Act or unless an exemption from registration is otherwise available.  Moreover, I understand that the Company is under no obligation to register the Securities.  In addition, I understand that the certificate evidencing the Securities will be imprinted with a legend which prohibits the transfer of the Securities unless they are registered or such registration is not required in the opinion of counsel for the Company.

(d)         I am familiar with the provisions of Rule 144, promulgated under the Securities Act, which, in substance, permits limited public resale of "restricted securities" acquired, directly or indirectly, from the issuer thereof, in a non-public offering subject to the satisfaction of certain conditions.

(e)         I further understand that in the event all of the applicable requirements of Rule 144 are not satisfied, registration under the Securities Act, or some other registration exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the Commission has expressed its opinion that persons proposing to sell private placement securities other than in a registered offering and otherwise than pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and their respective brokers who participate in such transactions do so at their own risk.


     
 
(Signature)
 
       
 
By:
   
       
 
Title:
   
       
 
Date:
_______________________________,20__
 
 
 
2

Exhibit 10.1
 
EMPLOYMENT AGREEMENT

 
AGREEMENT ("Agreement") made this 22nd day of April, 2009, by and between Sparking Events, Inc. (the "Company") and Yao-Ting (Curtis) Su ("Employee").
 
AGREEMENT:
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the Company and Employee agree as follows:
 
1.            Employment/Duties :  The Company hereby agrees to employ Employee, and Employee hereby agrees to continue to serve, subject to the provisions of this Agreement, as Chairman of the Company.  Employee shall continue to perform such duties and responsibilities as are from time to time assigned to Employee by the Board of Directors and shall report directly to the Board of Directors.  Such duties and responsibilities shall  include the oversight to: (i) to shape and implement the strategic business plan of the Company; (ii) to direct the development and monitoring of operating goals and objectives; (iii) to oversee financial operations and (iv) to provide leadership, direction and administration of all aspects of Company activities, in all cases subject to the supervision and authority of the Company's Board of Directors.  Employee agrees to continue to devote sufficient attention and energies to the performance of the duties assigned to him hereunder, and to perform such duties faithfully and to the best of his abilities and subject to such laws, rules, regulations and policies from time to time applicable to the Company's employees to the best of his knowledge.
 
2.            Term :  The term of this Agreement shall be for a period of one (1) year commencing on the date set forth above (“Effective Date”) and ending on the first anniversary thereof (the "Initial Term"), unless terminated sooner pursuant to Section 7 of this Agreement.  Thereafter the Agreement is subject to automatic renewals of one year period (each a "Renewal Term" and collectively with the Initial Term, the "Term") unless Employee or Company notifies the other in writing of its election not to renew, such notice to be provided not less than ninety (90) days prior to the end of the Initial Term or the end of any Renewal Term.
 
3.            Compensation :
 
(a)           Base Compensation :  For the services to be rendered by the Employee under this Agreement the Company shall pay Employee a base salary ("Base Compensation") of Fifty Thousand Dollars ($50,000.00) on a pro-rated basis according to the Company's payroll schedule, exclusive of any dividend payments and subject to applicable withholdings and other payroll deductions.
 
(b)           Bonus Compensation :   Upon each anniversary of this Agreement, the Company’s Board of Directors shall determine whether a bonus for the Employee is appropriate.
 
(c)           Other Benefits .  Subject to the terms of the plans, Employee shall be entitled to receive such other benefits or rights as may be provided under any employee benefit plans provided by the Company to its executives that are now or hereafter adopted, including participation in life, medical, disability and dental insurance plans, vacation and sick leave, expense reimbursement and long-term incentive plans.  Notwithstanding anything to the contrary set forth in this Agreement, any restricted stock awards, stock options or other equity incentives of the Company (including, without limitation, those outstanding at the time of termination of employment with the Company) shall be subject to the terms set forth in such long-term incentive plans, as such plan may be in effect from time to time, and in any restricted stock award, stock option or other agreements (including, without limitation, those provisions relating to vesting, exercisability, forefeitability), as may be entered into between Employee and the Company pursuant to such long-term incentive plans.  Employee shall continue to be entitled to such paid holidays as are provided to the Company's employees generally.

 
 

 
 
4.            Vacation :  Employee shall be entitled to receive three (3) weeks paid vacation time for each year of employment under this Agreement.  Any vacation time which remains unused at the end of a year of employment may be carried over to a succeeding year.
 
5.            Business Expenses :  The Company will reimburse or advance Employee promptly (but not later than thirty (30) days after submittal of appropriate vouchers or receipts) for his reasonable and documented out-of-pocket business expenses for travel, meals and similar items incurred in connection with the performance of Employee's duties (“Business Expenses”), and which are consistent with the Company's general policies in effect regarding the reimbursement of Business Expenses as the Company may from time to time establish.  All payments for reimbursement of such expenses shall be made to the Employee only upon the presentation to the Company of appropriate vouchers or receipts.  All outstanding Employee requests for reimbursement of Business Expenses shall be paid in full not later than the date of execution of this Agreement.
 
6.            Confidentiality :  Employee agrees to refrain from making any disparaging or unfavorable comments, in writing or orally, about the Company, including but not limited to press releases, communication with employees, vendors, customers, professional references, and others.
 
7.            Termination :
 
(a)           Termination of Employment With Cause :  In addition to any other remedies available to the Company at law, in equity or as set forth in this Agreement, the Company shall have the right, upon written notice to Employee, to terminate his employment hereunder without any further liability or obligation to him in respect of his employment (other than its obligation to pay Base Compensation, Bonus and vacation time accrued but unpaid as of the date of termination and reimbursement of expenses incurred prior to the date of termination in accordance with Section 3 and 5 above)  if Employee:  (i) breaches any material provision of this Agreement; or (ii) has committed an act of gross misconduct in connection with the performance of his duties hereunder, as reasonably determined in good faith by the Board of Directors of the Company; or (iii) demonstrates habitual negligence in the performance of his duties, as reasonably determined by the Board of Directors of the Company; or (iv) is convicted of or pleads nolo contendere to any felony; or (v) is convicted of or pleads nolo contendere to any misdemeanor involving moral turpitude and the conduct underlying such misdemeanor has materially adverse or detrimental effect on the Company, its reputation, or its business, as reasonably determined by the Board of Directors of the Company; or (vi) has committed any act of fraud, misappropriation of funds or embezzlement in connection with his employment hereunder (a "Termination With Cause").

 
-2-

 
 
Notwithstanding the foregoing, no purported Termination With Cause pursuant to (i), (ii) or (iii)   of this Section 7(a) shall be effective unless all of the following provisions shall have been complied with:  (x) Employee shall be given written notice by the Board of Directors of the Company of the intention to effect a Termination With Cause, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Cause is based; and (y) Employee shall have ten (10) business days after receiving such notice in which to cure such grounds, to the extent such cure is possible, as determined in the sole reasonable discretion of the Board of Directors of the Company.
 
(b)           Death; Disability :  In the event that Employee dies or becomes Disabled (as defined herein) during the Term, Employee's employment shall terminate when such death or Disability occurs and the Company shall pay Employee (or his legal representative, as the case may be) as follows:
 
 
(i)
any Base Compensation, Bonus and vacation time accrued but unpaid as of the date of death or termination for Disability; and
 
 
(ii)
any reimbursement for expenses incurred in accordance with Sections 3 and 5;.
 
For the purposes of this Agreement, Employee shall be deemed to be "Disabled" or have a "Disability" if, because of Employee's personal injury, disability or illness, he has been substantially unable to perform his duties hereunder for sixty (60) days in any one hundred eighty (180) day period.  Employee shall be considered to have been substantially unable to perform his duties hereunder only if he is either (i) unable to reasonably and effectively carry out his duties with reasonable accommodations by the Company or (ii) unable to reasonably and effectively carry out his duties because any reasonable accommodation which may be required would cause the Company undue hardship.
 
Notwithstanding the foregoing, to the extent and for the period required by any state or federal family and medical leave law, upon Employee's request (i) he shall be considered to be on unpaid leave of absence and not terminated, (ii) his group health benefits shall remain in full force and effect, and (iii) if Employee recovers from any such Disability, at that time, to the extent required by any state or federal family and medical leave law, upon Employee's request, he shall be restored to his position hereunder or to an equivalent position, as the Company may reasonably determine, and the Term of Employee's employment hereunder shall be reinstated effective upon such restoration.  The Term shall not be extended by reason of such intervening leave of absence or termination, nor shall any compensation or benefits accrue in excess of those required by law during such intervening leave of absence or termination.  Upon the expiration of any such rights, unless Employee has been restored to a position with the Company, he shall thereupon be considered terminated.
 
Employee acknowledges that the payments referred to in both Sections 3 and 5 and this Section 7(b) together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Employee's employment under this Section 7(b), constitute the only payments which Employee (or his legal representative, as the case may be) shall be entitled to receive from the Company hereunder in the event of a termination of his employment for death or Disability, and the Company shall have no further liability or obligation to him (or his legal representatives, as the case may be) hereunder or otherwise in respect of his employment.

 
-3-

 
 
(c)           No Mitigation by Employee .  Except as otherwise expressly provided herein, Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for herein be reduced by any compensation earned by Employee as the result of employment by another employer.
 
8.            Intellectual Property Rights: The Company shall be the owner of all inventions, improvements, designs, methods, plans, computer programs, products, services and other materials (collectively, “Developments”) created by Employee under this Agreement or in which Employee assisted in the creation for the benefit of the Company during the course of employment with the Company under this Agreement.  All intellectual property rights in such Developments of the Company, including all patents, trademarks, copyrights, trade secrets and industrial designs, shall be the exclusive property of the Company.  In the event that Employee acquires any rights or interests in such Developments of the Company as a result of his work under this Agreement, Employee agrees to assign and by executing this Agreement does assign all such rights and interests to the Company.  The Company shall have the exclusive rights to obtain copyright registrations, letters patent, industrial designs, trademark registrations or any other protection in respect of the work products and the intellectual property rights in the Company’s Developments anywhere in the world.  At the expense and request of the Company, Employee shall both during and after his employment with the Company, execute all documents and do all other acts necessary in order to enable the Company to protect its rights in the Company’s Developments; provided, however, that Employee shall be entitled to reasonable compensation if he provides such assistance after the term if this Agreement is ended.
 
9.            Return of Company Property :  Employee agrees that following the termination of his employment for any reason, he shall return all property of the Company , its subsidiaries, affiliates and any divisions thereof he may have managed which is then in or thereafter comes into his possession, including, but not limited to, documents, contracts, agreements, plans, photographs, books, notes, electronically stored data and all copies of the foregoing as well as any automobile or other materials or equipment supplied by the Company to Employee.
 
10.          Each Party, the Drafter :  This Agreement and the provisions contained in it shall not be construed or interpreted for or against any party to this Agreement because that party drafted or caused that party's legal representative to draft any of its provisions.
 
11.          Waiver :  The failure of either party to this Agreement to enforce any of its terms, provisions or covenants shall not be construed as a waiver of the same or of the right of such party to enforce the same.  Waiver by either party hereto of any breach or default by the other party of any term or provision of this Agreement shall not operate as a waiver of any other breach or default.

 
-4-

 
 
12.           Severability :  In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Agreement shall not in any way be affected or impaired thereby.  Moreover, if any one or more of the provisions contained in this Agreement shall be held to be excessively broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent allowed by applicable law.
 
13.           Entire Agreement :  The provisions contained herein (including any schedules, exhibits and documents delivered herewith or attached hereto) constitute the entire agreement between the parties hereto with respect to the subject matter hereof.
 
14.           Independent Counsel :  Employee and the Company each acknowledge that each of them has had the opportunity to seek independent legal counsel in connection with entering into this Agreement, and has either done so or has voluntarily chosen not to.
 
15.           Governing Law :  This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law rules.
 
16.           Descriptive Headings :  The paragraph headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
 
17.           Counterparts :  This Agreement may be executed in one or more counterparts, which, together, shall constitute one and the same agreement.
 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

Sparking Events, Inc.
       
         
         
By:
/s/ Yao-Ting (Curtis) Su
   
/s/ Yao-Ting (Curtis) Su
 
 
Yao-Ting (Curtis) Su
 
Yao-Ting (Curtis) Su
 
 
Chairman and Executive Director
     

 
-5-


Exhibit 10.2
 
EMPLOYMENT AGREEMENT

 
AGREEMENT ("Agreement") made this 22nd day of April, 2009, by and between Sparking Events, Inc. (the "Company") and Chao-Wu (Mike) Chou ("Employee").
 
AGREEMENT:
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the Company and Employee agree as follows:
 
1.            Employment/Duties :  The Company hereby agrees to employ Employee, and Employee hereby agrees to continue to serve, subject to the provisions of this Agreement, as Chairman of the Company.  Employee shall continue to perform such duties and responsibilities as are from time to time assigned to Employee by the Board of Directors and shall report directly to the Board of Directors.  Such duties and responsibilities shall  include the oversight to: (i) to shape and implement the strategic business plan of the Company; (ii) to direct the development and monitoring of operating goals and objectives; (iii) to oversee financial operations and (iv) to provide leadership, direction and administration of all aspects of Company activities, in all cases subject to the supervision and authority of the Company's Board of Directors.  Employee agrees to continue to devote sufficient attention and energies to the performance of the duties assigned to him hereunder, and to perform such duties faithfully and to the best of his abilities and subject to such laws, rules, regulations and policies from time to time applicable to the Company's employees to the best of his knowledge.
 
2.            Term :  The term of this Agreement shall be for a period of one (1) year commencing on the date set forth above (“Effective Date”) and ending on the first anniversary thereof (the "Initial Term"), unless terminated sooner pursuant to Section 7 of this Agreement.  Thereafter the Agreement is subject to automatic renewals of one year period (each a "Renewal Term" and collectively with the Initial Term, the "Term") unless Employee or Company notifies the other in writing of its election not to renew, such notice to be provided not less than ninety (90) days prior to the end of the Initial Term or the end of any Renewal Term.
 
3.            Compensation :
 
(a)           Base Compensation :  For the services to be rendered by the Employee under this Agreement the Company shall pay Employee a base salary ("Base Compensation") of Fifty Thousand Dollars ($50,000.00) on a pro-rated basis according to the Company's payroll schedule, exclusive of any dividend payments and subject to applicable withholdings and other payroll deductions.
 
(b)           Bonus Compensation :   Upon each anniversary of this Agreement, the Company’s Board of Directors shall determine whether a bonus for the Employee is appropriate.
 
(c)           Other Benefits .  Subject to the terms of the plans, Employee shall be entitled to receive such other benefits or rights as may be provided under any employee benefit plans provided by the Company to its executives that are now or hereafter adopted, including participation in life, medical, disability and dental insurance plans, vacation and sick leave, expense reimbursement and long-term incentive plans.  Notwithstanding anything to the contrary set forth in this Agreement, any restricted stock awards, stock options or other equity incentives of the Company (including, without limitation, those outstanding at the time of termination of employment with the Company) shall be subject to the terms set forth in such long-term incentive plans, as such plan may be in effect from time to time, and in any restricted stock award, stock option or other agreements (including, without limitation, those provisions relating to vesting, exercisability, forefeitability), as may be entered into between Employee and the Company pursuant to such long-term incentive plans.  Employee shall continue to be entitled to such paid holidays as are provided to the Company's employees generally.

 
 

 
 
4.            Vacation :  Employee shall be entitled to receive three (3) weeks paid vacation time for each year of employment under this Agreement.  Any vacation time which remains unused at the end of a year of employment may be carried over to a succeeding year.
 
5.            Business Expenses :  The Company will reimburse or advance Employee promptly (but not later than thirty (30) days after submittal of appropriate vouchers or receipts) for his reasonable and documented out-of-pocket business expenses for travel, meals and similar items incurred in connection with the performance of Employee's duties (“Business Expenses”), and which are consistent with the Company's general policies in effect regarding the reimbursement of Business Expenses as the Company may from time to time establish.  All payments for reimbursement of such expenses shall be made to the Employee only upon the presentation to the Company of appropriate vouchers or receipts.  All outstanding Employee requests for reimbursement of Business Expenses shall be paid in full not later than the date of execution of this Agreement.
 
6.            Confidentiality :  Employee agrees to refrain from making any disparaging or unfavorable comments, in writing or orally, about the Company, including but not limited to press releases, communication with employees, vendors, customers, professional references, and others.
 
7.            Termination :
 
(a)           Termination of Employment With Cause :  In addition to any other remedies available to the Company at law, in equity or as set forth in this Agreement, the Company shall have the right, upon written notice to Employee, to terminate his employment hereunder without any further liability or obligation to him in respect of his employment (other than its obligation to pay Base Compensation, Bonus and vacation time accrued but unpaid as of the date of termination and reimbursement of expenses incurred prior to the date of termination in accordance with Section 3 and 5 above)  if Employee:  (i) breaches any material provision of this Agreement; or (ii) has committed an act of gross misconduct in connection with the performance of his duties hereunder, as reasonably determined in good faith by the Board of Directors of the Company; or (iii) demonstrates habitual negligence in the performance of his duties, as reasonably determined by the Board of Directors of the Company; or (iv) is convicted of or pleads nolo contendere to any felony; or (v) is convicted of or pleads nolo contendere to any misdemeanor involving moral turpitude and the conduct underlying such misdemeanor has materially adverse or detrimental effect on the Company, its reputation, or its business, as reasonably determined by the Board of Directors of the Company; or (vi) has committed any act of fraud, misappropriation of funds or embezzlement in connection with his employment hereunder (a "Termination With Cause").

 
-2-

 
 
Notwithstanding the foregoing, no purported Termination With Cause pursuant to (i), (ii) or (iii)   of this Section 7(a) shall be effective unless all of the following provisions shall have been complied with:  (x) Employee shall be given written notice by the Board of Directors of the Company of the intention to effect a Termination With Cause, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Cause is based; and (y) Employee shall have ten (10) business days after receiving such notice in which to cure such grounds, to the extent such cure is possible, as determined in the sole reasonable discretion of the Board of Directors of the Company.
 
(b)           Death; Disability :  In the event that Employee dies or becomes Disabled (as defined herein) during the Term, Employee's employment shall terminate when such death or Disability occurs and the Company shall pay Employee (or his legal representative, as the case may be) as follows:
 
 
(i)
any Base Compensation, Bonus and vacation time accrued but unpaid as of the date of death or termination for Disability; and
 
 
(ii)
any reimbursement for expenses incurred in accordance with Sections 3 and 5;.
 
For the purposes of this Agreement, Employee shall be deemed to be "Disabled" or have a "Disability" if, because of Employee's personal injury, disability or illness, he has been substantially unable to perform his duties hereunder for sixty (60) days in any one hundred eighty (180) day period.  Employee shall be considered to have been substantially unable to perform his duties hereunder only if he is either (i) unable to reasonably and effectively carry out his duties with reasonable accommodations by the Company or (ii) unable to reasonably and effectively carry out his duties because any reasonable accommodation which may be required would cause the Company undue hardship.
 
Notwithstanding the foregoing, to the extent and for the period required by any state or federal family and medical leave law, upon Employee's request (i) he shall be considered to be on unpaid leave of absence and not terminated, (ii) his group health benefits shall remain in full force and effect, and (iii) if Employee recovers from any such Disability, at that time, to the extent required by any state or federal family and medical leave law, upon Employee's request, he shall be restored to his position hereunder or to an equivalent position, as the Company may reasonably determine, and the Term of Employee's employment hereunder shall be reinstated effective upon such restoration.  The Term shall not be extended by reason of such intervening leave of absence or termination, nor shall any compensation or benefits accrue in excess of those required by law during such intervening leave of absence or termination.  Upon the expiration of any such rights, unless Employee has been restored to a position with the Company, he shall thereupon be considered terminated.
 
Employee acknowledges that the payments referred to in both Sections 3 and 5 and this Section 7(b) together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Employee's employment under this Section 7(b), constitute the only payments which Employee (or his legal representative, as the case may be) shall be entitled to receive from the Company hereunder in the event of a termination of his employment for death or Disability, and the Company shall have no further liability or obligation to him (or his legal representatives, as the case may be) hereunder or otherwise in respect of his employment.

 
-3-

 
 
(c)           No Mitigation by Employee .  Except as otherwise expressly provided herein, Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for herein be reduced by any compensation earned by Employee as the result of employment by another employer.
 
8.            Intellectual Property Rights: The Company shall be the owner of all inventions, improvements, designs, methods, plans, computer programs, products, services and other materials (collectively, “Developments”) created by Employee under this Agreement or in which Employee assisted in the creation for the benefit of the Company during the course of employment with the Company under this Agreement.  All intellectual property rights in such Developments of the Company, including all patents, trademarks, copyrights, trade secrets and industrial designs, shall be the exclusive property of the Company.  In the event that Employee acquires any rights or interests in such Developments of the Company as a result of his work under this Agreement, Employee agrees to assign and by executing this Agreement does assign all such rights and interests to the Company.  The Company shall have the exclusive rights to obtain copyright registrations, letters patent, industrial designs, trademark registrations or any other protection in respect of the work products and the intellectual property rights in the Company’s Developments anywhere in the world.  At the expense and request of the Company, Employee shall both during and after his employment with the Company, execute all documents and do all other acts necessary in order to enable the Company to protect its rights in the Company’s Developments; provided, however, that Employee shall be entitled to reasonable compensation if he provides such assistance after the term if this Agreement is ended.
 
9.            Return of Company Property :  Employee agrees that following the termination of his employment for any reason, he shall return all property of the Company , its subsidiaries, affiliates and any divisions thereof he may have managed which is then in or thereafter comes into his possession, including, but not limited to, documents, contracts, agreements, plans, photographs, books, notes, electronically stored data and all copies of the foregoing as well as any automobile or other materials or equipment supplied by the Company to Employee.
 
10.          Each Party, the Drafter :  This Agreement and the provisions contained in it shall not be construed or interpreted for or against any party to this Agreement because that party drafted or caused that party's legal representative to draft any of its provisions.
 
11.          Waiver :  The failure of either party to this Agreement to enforce any of its terms, provisions or covenants shall not be construed as a waiver of the same or of the right of such party to enforce the same.  Waiver by either party hereto of any breach or default by the other party of any term or provision of this Agreement shall not operate as a waiver of any other breach or default.

 
-4-

 
 
12.           Severability :  In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Agreement shall not in any way be affected or impaired thereby.  Moreover, if any one or more of the provisions contained in this Agreement shall be held to be excessively broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent allowed by applicable law.
 
13.           Entire Agreement :  The provisions contained herein (including any schedules, exhibits and documents delivered herewith or attached hereto) constitute the entire agreement between the parties hereto with respect to the subject matter hereof.
 
14.           Independent Counsel :  Employee and the Company each acknowledge that each of them has had the opportunity to seek independent legal counsel in connection with entering into this Agreement, and has either done so or has voluntarily chosen not to.
 
15.           Governing Law :  This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law rules.
 
16.           Descriptive Headings :  The paragraph headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
 
17.           Counterparts :  This Agreement may be executed in one or more counterparts, which, together, shall constitute one and the same agreement.
 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

Sparking Events, Inc.
       
           
           
By:
/s/ Yao-Ting (Curtis) Su
   
/s/ Chao-Wu (Mike) Chou
 
 
Yao-Ting (Curtis) Su
 
Chao-Wu (Mike) Chou
 
 
Chairman and Executive Director
     

 
-5-


Exhibit 10.3
 
EMPLOYMENT AGREEMENT

 
AGREEMENT ("Agreement") made this 22nd day of April, 2009, by and between Sparking Events, Inc. (the "Company") and Hui-Yu (Rachel) Che ("Employee").
 
AGREEMENT:
 
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements herein contained, the Company and Employee agree as follows:
 
1.            Employment/Duties :  The Company hereby agrees to employ Employee, and Employee hereby agrees to continue to serve, subject to the provisions of this Agreement, as Chairman of the Company.  Employee shall continue to perform such duties and responsibilities as are from time to time assigned to Employee by the Board of Directors and shall report directly to the Board of Directors.  Such duties and responsibilities shall  include the oversight to: (i) to shape and implement the strategic business plan of the Company; (ii) to direct the development and monitoring of operating goals and objectives; (iii) to oversee financial operations and (iv) to provide leadership, direction and administration of all aspects of Company activities, in all cases subject to the supervision and authority of the Company's Board of Directors.  Employee agrees to continue to devote sufficient attention and energies to the performance of the duties assigned to him hereunder, and to perform such duties faithfully and to the best of his abilities and subject to such laws, rules, regulations and policies from time to time applicable to the Company's employees to the best of his knowledge.
 
2.            Term :  The term of this Agreement shall be for a period of one (1) year commencing on the date set forth above (“Effective Date”) and ending on the first anniversary thereof (the "Initial Term"), unless terminated sooner pursuant to Section 7 of this Agreement.  Thereafter the Agreement is subject to automatic renewals of one year period (each a "Renewal Term" and collectively with the Initial Term, the "Term") unless Employee or Company notifies the other in writing of its election not to renew, such notice to be provided not less than ninety (90) days prior to the end of the Initial Term or the end of any Renewal Term.
 
3.            Compensation :
 
(a)           Base Compensation :  For the services to be rendered by the Employee under this Agreement the Company shall pay Employee a base salary ("Base Compensation") of Fifty Thousand Dollars ($50,000.00) on a pro-rated basis according to the Company's payroll schedule, exclusive of any dividend payments and subject to applicable withholdings and other payroll deductions.
 
(b)           Bonus Compensation :   Upon each anniversary of this Agreement, the Company’s Board of Directors shall determine whether a bonus for the Employee is appropriate.
 
(c)           Other Benefits .  Subject to the terms of the plans, Employee shall be entitled to receive such other benefits or rights as may be provided under any employee benefit plans provided by the Company to its executives that are now or hereafter adopted, including participation in life, medical, disability and dental insurance plans, vacation and sick leave, expense reimbursement and long-term incentive plans.  Notwithstanding anything to the contrary set forth in this Agreement, any restricted stock awards, stock options or other equity incentives of the Company (including, without limitation, those outstanding at the time of termination of employment with the Company) shall be subject to the terms set forth in such long-term incentive plans, as such plan may be in effect from time to time, and in any restricted stock award, stock option or other agreements (including, without limitation, those provisions relating to vesting, exercisability, forefeitability), as may be entered into between Employee and the Company pursuant to such long-term incentive plans.  Employee shall continue to be entitled to such paid holidays as are provided to the Company's employees generally.

 
 

 
 
4.            Vacation :  Employee shall be entitled to receive three (3) weeks paid vacation time for each year of employment under this Agreement.  Any vacation time which remains unused at the end of a year of employment may be carried over to a succeeding year.
 
5.            Business Expenses :  The Company will reimburse or advance Employee promptly (but not later than thirty (30) days after submittal of appropriate vouchers or receipts) for his reasonable and documented out-of-pocket business expenses for travel, meals and similar items incurred in connection with the performance of Employee's duties (“Business Expenses”), and which are consistent with the Company's general policies in effect regarding the reimbursement of Business Expenses as the Company may from time to time establish.  All payments for reimbursement of such expenses shall be made to the Employee only upon the presentation to the Company of appropriate vouchers or receipts.  All outstanding Employee requests for reimbursement of Business Expenses shall be paid in full not later than the date of execution of this Agreement.
 
6.            Confidentiality :  Employee agrees to refrain from making any disparaging or unfavorable comments, in writing or orally, about the Company, including but not limited to press releases, communication with employees, vendors, customers, professional references, and others.
 
7.            Termination :
 
(a)           Termination of Employment With Cause :  In addition to any other remedies available to the Company at law, in equity or as set forth in this Agreement, the Company shall have the right, upon written notice to Employee, to terminate his employment hereunder without any further liability or obligation to him in respect of his employment (other than its obligation to pay Base Compensation, Bonus and vacation time accrued but unpaid as of the date of termination and reimbursement of expenses incurred prior to the date of termination in accordance with Section 3 and 5 above)  if Employee:  (i) breaches any material provision of this Agreement; or (ii) has committed an act of gross misconduct in connection with the performance of his duties hereunder, as reasonably determined in good faith by the Board of Directors of the Company; or (iii) demonstrates habitual negligence in the performance of his duties, as reasonably determined by the Board of Directors of the Company; or (iv) is convicted of or pleads nolo contendere to any felony; or (v) is convicted of or pleads nolo contendere to any misdemeanor involving moral turpitude and the conduct underlying such misdemeanor has materially adverse or detrimental effect on the Company, its reputation, or its business, as reasonably determined by the Board of Directors of the Company; or (vi) has committed any act of fraud, misappropriation of funds or embezzlement in connection with his employment hereunder (a "Termination With Cause").
 
-2-

 
Notwithstanding the foregoing, no purported Termination With Cause pursuant to (i), (ii) or (iii)   of this Section 7(a) shall be effective unless all of the following provisions shall have been complied with:  (x) Employee shall be given written notice by the Board of Directors of the Company of the intention to effect a Termination With Cause, such notice to state in detail the particular circumstances that constitute the grounds on which the proposed Termination With Cause is based; and (y) Employee shall have ten (10) business days after receiving such notice in which to cure such grounds, to the extent such cure is possible, as determined in the sole reasonable discretion of the Board of Directors of the Company.
 
(b)           Death; Disability :  In the event that Employee dies or becomes Disabled (as defined herein) during the Term, Employee's employment shall terminate when such death or Disability occurs and the Company shall pay Employee (or his legal representative, as the case may be) as follows:
 
 
(i)
any Base Compensation, Bonus and vacation time accrued but unpaid as of the date of death or termination for Disability; and
 
 
(ii)
any reimbursement for expenses incurred in accordance with Sections 3 and 5;.
 
For the purposes of this Agreement, Employee shall be deemed to be "Disabled" or have a "Disability" if, because of Employee's personal injury, disability or illness, he has been substantially unable to perform his duties hereunder for sixty (60) days in any one hundred eighty (180) day period.  Employee shall be considered to have been substantially unable to perform his duties hereunder only if he is either (i) unable to reasonably and effectively carry out his duties with reasonable accommodations by the Company or (ii) unable to reasonably and effectively carry out his duties because any reasonable accommodation which may be required would cause the Company undue hardship.
 
Notwithstanding the foregoing, to the extent and for the period required by any state or federal family and medical leave law, upon Employee's request (i) he shall be considered to be on unpaid leave of absence and not terminated, (ii) his group health benefits shall remain in full force and effect, and (iii) if Employee recovers from any such Disability, at that time, to the extent required by any state or federal family and medical leave law, upon Employee's request, he shall be restored to his position hereunder or to an equivalent position, as the Company may reasonably determine, and the Term of Employee's employment hereunder shall be reinstated effective upon such restoration.  The Term shall not be extended by reason of such intervening leave of absence or termination, nor shall any compensation or benefits accrue in excess of those required by law during such intervening leave of absence or termination.  Upon the expiration of any such rights, unless Employee has been restored to a position with the Company, he shall thereupon be considered terminated.
 
Employee acknowledges that the payments referred to in both Sections 3 and 5 and this Section 7(b) together with any rights or benefits under any written plan or agreement which have vested on or prior to the termination date of Employee's employment under this Section 7(b), constitute the only payments which Employee (or his legal representative, as the case may be) shall be entitled to receive from the Company hereunder in the event of a termination of his employment for death or Disability, and the Company shall have no further liability or obligation to him (or his legal representatives, as the case may be) hereunder or otherwise in respect of his employment.

 
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(c)           No Mitigation by Employee .  Except as otherwise expressly provided herein, Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment provided for herein be reduced by any compensation earned by Employee as the result of employment by another employer.
 
8.            Intellectual Property Rights: The Company shall be the owner of all inventions, improvements, designs, methods, plans, computer programs, products, services and other materials (collectively, “Developments”) created by Employee under this Agreement or in which Employee assisted in the creation for the benefit of the Company during the course of employment with the Company under this Agreement.  All intellectual property rights in such Developments of the Company, including all patents, trademarks, copyrights, trade secrets and industrial designs, shall be the exclusive property of the Company.  In the event that Employee acquires any rights or interests in such Developments of the Company as a result of his work under this Agreement, Employee agrees to assign and by executing this Agreement does assign all such rights and interests to the Company.  The Company shall have the exclusive rights to obtain copyright registrations, letters patent, industrial designs, trademark registrations or any other protection in respect of the work products and the intellectual property rights in the Company’s Developments anywhere in the world.  At the expense and request of the Company, Employee shall both during and after his employment with the Company, execute all documents and do all other acts necessary in order to enable the Company to protect its rights in the Company’s Developments; provided, however, that Employee shall be entitled to reasonable compensation if he provides such assistance after the term if this Agreement is ended.
 
9.            Return of Company Property :  Employee agrees that following the termination of his employment for any reason, he shall return all property of the Company , its subsidiaries, affiliates and any divisions thereof he may have managed which is then in or thereafter comes into his possession, including, but not limited to, documents, contracts, agreements, plans, photographs, books, notes, electronically stored data and all copies of the foregoing as well as any automobile or other materials or equipment supplied by the Company to Employee.
 
10.          Each Party, the Drafter :  This Agreement and the provisions contained in it shall not be construed or interpreted for or against any party to this Agreement because that party drafted or caused that party's legal representative to draft any of its provisions.
 
11.          Waiver :  The failure of either party to this Agreement to enforce any of its terms, provisions or covenants shall not be construed as a waiver of the same or of the right of such party to enforce the same.  Waiver by either party hereto of any breach or default by the other party of any term or provision of this Agreement shall not operate as a waiver of any other breach or default.

 
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12.           Severability :  In the event that any one or more of the provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of the Agreement shall not in any way be affected or impaired thereby.  Moreover, if any one or more of the provisions contained in this Agreement shall be held to be excessively broad as to duration, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent allowed by applicable law.
 
13.           Entire Agreement :  The provisions contained herein (including any schedules, exhibits and documents delivered herewith or attached hereto) constitute the entire agreement between the parties hereto with respect to the subject matter hereof.
 
14.           Independent Counsel :  Employee and the Company each acknowledge that each of them has had the opportunity to seek independent legal counsel in connection with entering into this Agreement, and has either done so or has voluntarily chosen not to.
 
15.           Governing Law :  This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law rules.
 
16.           Descriptive Headings :  The paragraph headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.
 
17.           Counterparts :  This Agreement may be executed in one or more counterparts, which, together, shall constitute one and the same agreement.
 
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first written above.

Sparking Events, Inc.
       
           
           
By:
/s/ Yao-Ting (Curtis) Su
   
/s/ Hui-Yu (Rachel) Che
 
 
Yao-Ting (Curtis) Su
   
Hui-Yu (Rachel) Che
 
 
Chairman and Executive Director
     

 
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Exhibit 10.4
 
SECURITIES EXCHANGE AGREEMENT

THIS SECURITIES EXCHANGE AGREEMENT (hereinafter referred to as the “Agreement”), is entered into as of this  1 st day of April, 2009 (the “Closing Date”), by and among A-PLUS INTERNATIONAL, LTD., a Nevada limited liability company (“A-Plus”), Xodtec Technology Co., Ltd, a company organized under the laws of the Republic of China (“Xodtec”) and all of the equity holders of Xodtec set forth on the signature page hereof (the “Xodtec Shareholders”) collectively referred to as the “Parties” and individually as a “Party.”)

W I T N E S S E T H

WHEREAS , the Parties desire that A-PLUS acquire all of the issued and outstanding capitalization of Xodtec from the Xodtec Shareholders in exchange for an aggregate of approximately 9.375% of the total outstanding equity of A-PLUS on a fully-diluted basis (the "Exchange Shares") and Xodtec will be a wholly-owned subsidiary of A-Plus.

WHEREAS , the Parties intend that the transaction contemplated herein (the “Transaction”) qualify as a reorganization and tax-free exchange under Section 368(a) of the Internal Revenue Code of 1986, as amended.

NOW THEREFORE , on the stated premises and for and in consideration of the foregoing recitals which are hereby incorporated by reference, the mutual covenants and agreements hereinafter set forth and the mutual benefits to the Parties to be derived herefrom and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the Parties hereto agree as follows:

ARTICLE I
PLAN OF EXCHANGE

1.1          The Exchange .  Upon Closing (defined below), all of the Xodtec Shares issued and outstanding immediately prior to the Closing Date shall be exchanged for the Exchange shares. From and after the Closing Date, the Xodtec Shareholders shall no longer own any stock ownership interest in Xodtec, and the former Xodtec Shares shall represent the Exchange Shares issuable in exchange therefor pursuant to this Agreement.  

1.2          Closing . The closing (“Closing”) of the transactions contemplated by this Agreement shall occur as of the date hereof.  

1.3          Closing Events .  Upon Closing, each of the respective Parties hereto shall execute, acknowledge, and deliver (or shall cause to be executed, acknowledged, and delivered) any and all stock certificates, membership certificates, officers’ certificates, opinions, financial statements, schedules, agreements, resolutions, rulings, or other instruments required by this Agreement to be so delivered hereunder together with such other items as may be reasonably requested by the Parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.  The Closing may take place through the exchange of documents by fax, email and/or express courier.  Upon Closing, the Exchange Shares shall be issued to the Xodtec Shareholders as set forth in Schedule B attached hereto.

 

 

ARTICLE II
REPRESENTATIONS, COVENANTS, AND WARRANTIES OF A-PLUS

As an inducement to, and to obtain the reliance of Xodtec, A-PLUS represents and warrants as follows:

2.1          Organization .  A-PLUS is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada.  A-PLUS has the power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, including qualification to do business as a foreign corporation in jurisdictions in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification.  The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of A-PLUS’s Articles of Incorporation or By-Laws. A-PLUS has taken all action required by law, its Articles of Incorporation, its By-Laws, or otherwise to authorize the execution and delivery of this Agreement, and A-PLUS has full power, authority, and legal right and has taken all action required by law, its Articles of Incorporation, By-Laws, or otherwise to consummate the transactions herein contemplated.

2.2          Approval of Agreement .  Board of Directors of A-PLUS have authorized the execution and delivery of this Agreement by A-PLUS and has approved the transactions contemplated hereby.

2.3          Absence of Certain Changes or Events .  Except as described herein:

(a)            except in the normal course of business, there has not been (i) any material adverse change in the business, operations, properties, assets, or condition of A-PLUS; or (ii) any damage, destruction, or loss to A-PLUS (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of A-PLUS;

(b)            A-PLUS has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) not otherwise in the ordinary course of business; (ii) paid any material obligation or liability not otherwise in the ordinary course of business (absolute or contingent) other than current liabilities reflected in or shown on the most recent A-PLUS consolidated balance sheet, and current liabilities incurred since that date in the ordinary course of business; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights not otherwise in the ordinary course of business; (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party not otherwise in the ordinary course of business if such amendment or termination is material, considering the business of A-PLUS; or (v) issued, delivered, or agreed to issue or deliver to any third party any membership interests, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock);

 
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(c)            neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which A-PLUS is a party or by which it is bound or to which any of its assets is subject; and

(d)            no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of A-PLUS threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement.


ARTICLE III
REPRESENTATIONS , COVENANTS, AND WARRANTIES OF XODTEC

As an inducement to, and to obtain the reliance of A-PLUS, Xodtec represents and warrants as follows:

3.1          Organization .  Xodtec is a corporation duly organized, validly existing, and in good standing under the laws of the Country of Poland, and has the corporate power and is duly authorized, qualified, franchised, and licensed under all applicable laws, regulations, ordinances, and orders of public authorities to own all of its properties and assets and to carry on its business in all material respects as it is now being conducted, and there is no jurisdiction in which it is not qualified in which the character and location of the assets owned by it or the nature of the business transacted by it requires qualification. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of Xodtec’s Articles of Incorporation or Bylaws. Xodtec has taken all action required by law, its Articles of Incorporation, its Bylaws, or otherwise to authorize the execution and delivery of this Agreement, and Xodtec has full power, authority, and legal right and has taken all action required by law, its Articles of Incorporation, Bylaws, or otherwise to consummate the transactions herein contemplated.

3.2          Capitalization .  Xodtec’s authorized capitalization consists of _______ (____) shares of stock, of which all are issued and outstanding as of Closing.  All issued and outstanding shares are legally issued, fully paid, and non-assessable and not issued in violation of the pre-emptive or other rights of any person.  

3.3          Absence of Certain Changes or Ev ents .  Except as described herein:

(a)            except in the normal course of business, there has not been (i) any material adverse change in the business, operations, properties, assets, or condition of Xodtec; or (ii) any damage, destruction, or loss to Xodtec (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or condition of Xodtec;

 
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(b)            Xodtec has not (i) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) not otherwise in the ordinary course of business; (ii) paid any material obligation or liability not otherwise in the ordinary course of business (absolute or contingent) other than current liabilities reflected in or shown on the most recent Xodtec consolidated balance sheet, and current liabilities incurred since that date in the ordinary course of business; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights not otherwise in the ordinary course of business; (iv) made or permitted any amendment or termination of any contract, agreement, or license to which they are a party not otherwise in the ordinary course of business if such amendment or termination is material, considering the business of Xodtec; or (v) issued, delivered, or agreed to issue or deliver to any third party any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock);

(c)            neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any agreement, contract, lease, license, instrument, or other arrangement to which Xodtec is a party or by which it is bound or to which any of its assets is subject; and

(d)            no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of Xodtec threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement.

3.4          Approval of Agreement .  The Board of Directors of Xodtec (the “Xodtec Board”) and the Xodtec Shareholders have authorized the execution and delivery of this Agreement by Xodtec and have approved this Agreement and the transactions contemplated hereby.

3.5          Ownership of Xodtec Shares .  The Xodtec Shareholders are the only legal and beneficial owners of the Xodtec Shares, free and clear of any claims, charges, equities, liens, security interests, and encumbrances whatsoever, and the Xodtec Shareholders have full right, power, and authority to transfer, assign, convey, and deliver the Xodtec Shares; and delivery of such stock upon Closing will convey to A-PLUS good and marketable title to such shares free and clear of any claims, charges, equities, liens, security interests, and encumbrances except for any such claims, charges, equities, liens, security interests, and encumbrances arising out of such shares being held by Xodtec.


ARTICLE IV
SPECIAL COVENANTS

4.1          Actions of Xodtec Shareholders .  Prior to the Closing, Xodtec shall cause the following actions to be taken by the written consent of the Xodtec Shareholders:

(a)            the approval of this Agreement and the transactions contemplated hereby and thereby; and

 
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(b)            such other actions as the directors of Xodtec may determine are necessary or appropriate.

4.2          Actions of A-PLUS Members .  At or prior to Closing, A-PLUS shall cause the following actions to be taken by the written consent of all the members of A-PLUS:

(a)            the approval of this Agreement and the transactions contemplated hereby and thereby; and

(b)            such other actions as the Managers of A-PLUS may determine are necessary or appropriate.

4.3          Access to Properties and Records .  Xodtec and A-PLUS have each afforded the officers and authorized representatives of the other reasonable access to the properties, books, and records of Xodtec or A-PLUS in order that each may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other, and each has furnished the other with such additional financial and operating data and other information as to the business and properties of Xodtec or A-PLUS as the other has reasonably requested.

4.4          Delivery of Books and Records .  Upon Closing, Xodtec shall deliver to A-PLUS, the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of Xodtec now in the possession or control of Xodtec or its representatives and agents.

4.5          Indemnification .

(a)            A-PLUS hereby agrees to indemnify Xodtec and each of the officers, agents and directors of Xodtec as of the date of execution of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made in Article II.

(b)            Xodtec hereby agrees to indemnify A-PLUS and each of the officers, agents and directors of A-PLUS as of the date of execution of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made under Article III.


ARTICLE V
MISCELLANEOUS

5.1          Governing Law .  This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to matters of state law, with the laws of Nevada.  Any dispute arising under or in any way related to this Agreement will be submitted to binding arbitration before a single arbitrator by the American Arbitration Association in accordance with the Association’s commercial rules then in effect. The arbitration will be conducted in New York, New York. The decision of the arbitrator will set forth in reasonable detail the basis for the decision and will be binding on the parties. The arbitration award may be confirmed by any court of competent jurisdiction.