ex102.htm


    Exhibit
10.2

    


    COMMON
STOCK PURCHASE AGREEMENT

    


    Private
and Confidential

    


    THIS COMMON STOCK PURCHASE AGREEMENT,
(the “Agreement”) made as of the last executed date below (the “Effective
Date”), by and among BMC Acquisitions Corp., LLC an entity with a principle
address of 570 Lexington Avenue, New York, NY 10022, or its affiliate (the
“Buyer”) and Belmont Partners, LLC a Virginia limited liability company with a
principal address of 360 Main Street, Washington Virginia 22747 (“Seller”),
Yzapp International, Inc. a company organized under the laws of the state of
Nevada and traded under the symbol “YZPI” (the “Company”), and Tri-State Title
& Escrow LLC (“Escrow Agent”) (Buyer, Seller, Company and Escrow Agent each
a “Party” and collectively the “Parties”).

    


    W I T N E
S S E T H:

    


    WHEREAS,
the Seller owns an aggregate of 5,878,894 shares of the common stock, par value
$0.001 per share (the “Stock”), of the Company, which Stock represents a
majority of the capital stock of the Company; and

    


    WHEREAS,
the Buyer wishes to purchase from the Seller, and the Seller wishes to sell to
the Buyer, the Stock in accordance with the terms set forth herein;

    


    NOW, THEREFORE, in consideration of the
mutual promises, covenants, and representations contained herein, and subject to
the terms and conditions hereof, the Parties agree as follows:

    


    1. Agreement to Purchase and
Sell.  Seller will sell to Buyer and Buyer agrees to purchase
the Stock in exchange for Three Hundred Thousand U.S. dollars ($300,000.00) (the
“Purchase Price”), to be paid to Seller according to the terms and conditions
set forth in Section 3 herein;

    


    2. Closing.  The
closing of the purchase and sale of the Stock, and the payment by Buyer of the
Purchase Price (the “Closing”)
shall take place on or before August 6, 2008, at the offices of Sichenzia Ross
Friedman Ference LLP, 61 Broadway, 32nd Fl. New
York, NY 10006, electronically, or as counsel for the parties otherwise may
agree, subject to the satisfaction of the following Closing Conditions
(hereinafter defined) having been satisfied or waived:

    


    a) Buyer
shall deliver to Seller a copy of this Agreement executed by Buyer (this
delivery, together with the other deliveries required from Buyer by the
provisions of this paragraph (the “Buyer Deliverables”);

    


    b) Seller
shall deliver a fully executed copy of this Agreement to Buyer (this delivery,
together with the other deliveries required from Seller by the provisions of
this paragraph (the “Seller Deliverables”);

    


    c) The
Escrowed Funds (defined in Section 3(a) herein) shall be released to
Seller;

    


    d)  Seller
shall cause the board of directors of the Company to execute a resolution
approving the terms of this Agreement and providing that, effective as of the
Closing Date, or such later date as agreed to between the Company and its
current officers, (i) the Company’s officers and directors shall resign and be
duly replaced by the Buyer’s Chief Executive Officer designee, who is Eugene M.
Weiss; (ii) the Company will cause the Buyer’s director designee to be duly
appointed, who is Eugene M. Weiss; and

    


    e) Seller
will use its reasonable best efforts to ensure that two of the Company’s current
directors will remain directors of the Company until the expiration of the
10-day period beginning on the date of the filing of the Information Statement
relating to a change in majority of directors of the Company with the Commission
pursuant to Rule 14f-1 promulgated under the Exchange Act (“Information
Statement”), and the Buyer agrees to file with the Securities and Exchange
Commission promptly after the Closing Date a report on Form 14f disclosing the
change in control of the Company.

    


    f) Following
the Closing and the satisfaction of the conditions set forth in Sections 2(d)
and 2(e) above, Buyer shall deliver to Seller:

    


    (i)           a
resolution of the board of directors of the Company and Irrevocable Transfer
Agent Instructions to effectuate performance of Section 3(c) of this Agreement
(the “Board Resolution”); and(ii)a resolution of the majority shareholders of
the Company to effectuate performance of Section 3(c) of this Agreement (the
“Shareholder Resolution”);

    


    g) Seller
shall deliver to Buyer:

    


    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

     

    (i) to the
extent reasonably available to Seller, and after the full performance of Section
3(a), true and correct copies of the Company’s business, financial and corporate
records including but not limited to: correspondence files, bank statements,
checkbooks, minutes of shareholder and directors meetings, financial statements,
shareholder listings, stock transfer records, agreements and contracts;
and,

    


    (ii) upon
delivery by Buyer of the Buyer deliverables, and delivery to the Escrow Agent of
the balance of the Purchase Price as required by the provisions of paragraph
3(b) below, Seller shall deliver (or cause the transfer agent to issue) to Buyer
stock certificate(s) evidencing the Stock, free and clear of all liens, charges,
or encumbrances of whatsoever nature.

    .

    


    h) For
purposes hereof, the term “Closing Conditions” shall mean:

    


    (i) that the
Seller shall have delivered to Buyer the Seller Deliverables;

    


    (ii) that the
representations of the Seller and the Company contained in this Agreement shall
be true and complete in all respects; and

    


    (iii) that no
material adverse change in the business or financial condition of the Company
shall have occurred or be threatened since the date of this Agreement, and no
action, suit or proceedings shall be threatened or pending before any court of
governmental agency or authority or regulatory body seeking to restraint,
prohibition or the obtain damages or other relief in connection with this
Agreement or the consummation of the transactions contemplated by this Agreement
or that, if adversely decided, has or may have a material adverse effect upon
the Company or the Stock.

    


    3. Payment
Terms.

    


    a) Buyer has
previously placed a deposit of One Hundred Thousand U.S. Dollars ($100,000.00)
into an escrow account (the “Deposit”) with Tri-State Title & Escrow, LLC
(the “Escrow Agent”), which Deposit shall be applied towards the satisfaction
and payment of the Purchase Price as provided for and accordance with the terms
of this Agreement.  At Closing, Buyer shall deposit an additional Two
Hundred Thousand U.S. Dollars ($200,000.00) (the “Balance”) with the Escrow
Agent(the Deposit and the Balance collectively the “Escrowed
Funds”).  Upon satisfaction of all Closing Conditions, the Escrowed
Funds shall be released according to Section 3(b) herein.

    


    b) Wire
transfer of the Balance shall be made by wire transfer of immediately available
funds, into the Escrow Account, and the Escrowed Funds shall be released to
Seller at Closing with no further instruction or direction from Buyer to the
Escrow Agent.  Escrow Account wire transfer instructions are as
follows:

    


     

    
      	 	Bank
      Name:  	Cardinal
    Bank	 
	 	Account
      Name:	Tri-State
      Title & Escrow, LLC	 
	 	 	8270 Greensboro Dr.,
      Suite 100	 
	 	 	McLean,
      VA  22102	 
	 	Account
      Number:   	5060024931	 
	 	Routing
      Number: 	056008849	 
	 	 	 	 


    

                                                                           

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
 

    c) Stock
Position.

    


    (i) In
consideration of the benefits provided to the Company hereby, Company shall
issue and deliver to Seller, such fully paid, non-assessable restricted shares
of the Company’s common stock as necessary for Seller to attain at least a one
and one tenth percent (1.1%) post Transaction (hereinafter defined) ownership
interest in the Company (the “Position”).  The Position shall be based
on the capital structure of the Company post Transaction (taking into account
any and all shares issued in connection with the Transaction, any reverse stock
split (if any) completed in connection with or as a condition to such
Transaction, and after any other initial issuance of stock (including issuance
to the Company’s directors and/or officers) completed prior to, in connection
with, or as a condition to such Transaction.  Buyer shall take all
steps necessary to fully effectuate the provisions of this Section 3 and, to
that end, promptly after the Closing endeavor to identify an appropriate
operating business that would be suitable for acquisition by the
Company.  For purposes hereof, “Transaction” shall mean the
acquisition by the Company of an operating business by merger, acquisition of
shares or asset acquisition.

    


    (ii) Certificate(s)
evidencing the Position shall be issued and delivered to the Seller immediately
following the actions anticipated by Section 3(c)(i) herein (the “Actions”), but
in no case later than eleven (11) months following the Closing  Date
hereof.  In the event that all Actions have not been completed by the
eleventh month anniversary of the Closing Date, Seller shall transfer to Buyer
shares comprising the Position on that date and shall issue additional shares as
necessary following completion of the Actions.

    


    (iii) The
Shareholder Resolution whereby the majority of the shareholders of the Company
agree to the issuance of the Position.

    


    (iv) The
effective date of all Shares transferred pursuant to this Section 3 shall be the
Closing Date and shall be memorialized on the face of the certificates
evidencing such shares.

    


    d)           The
Parties acknowledge and agree that the Position shall be newly issued,
restricted common shares of the Company.  Buyer agrees for himself and
on behalf of the Company to accept any reasonable legal opinion of Seller’s
counsel regarding the removal of restrictions from the Position.  In
the event that, within 13 months from the date of a Transaction, a registration
statement to register the shares representing the Position shall not have not
been filed and the shares representing the Position otherwise cannot be sold in
accordance with Rule 144 of the Securities Act of 1933, as amended, the Company
and the Buyer, jointly and severally, shall pay to Seller liquidated damages in
the amount of 2% per month until such shares may be sold, not to exceed 24% in
the aggregate based upon the price per share as of the one year anniversary of
this Agreement, multiplied by the number of shares representing the
Position.  The Parties agree that the liquidated damages hereunder are
not a penalty.  Notwithstanding the foregoing, the Buyer agrees that,
if a registration statement is filed to register shares of the Company that have
been sold in connection with a Transaction or an initial financing or are
underlying securities sold in a financing transaction (the “Registrable Shares”)
that is undertaken in connection with or as a result of the Transaction during
the period commencing on the date hereof and ending on the date that is 12
months from the date of a Transaction, that Seller shall be permitted to have
the shares representing the Position included in such registration statement.
Notwithstanding anything to the contrary set forth
in this Section 3(d), in the event the Commission does not permit the Company to
register all of the Registrable Shares (and the shares representing the
Position) because of the Commission’s application
of Rule 415, the Company shall be permitted to remove the shares representing
the Position from such Registration Statement prior to any of the Registrable
Securities being removed.

    


    e) In
consideration of the benefits provided to the Company hereby, Company hereby
agrees to be liable for all amounts due hereunder and all other obligations of
this Agreement.

    


    
      	
              f)  

            	
              Representations and
      Warranties of Seller.  Seller hereby represents and
      warrants to Buyer that the statements in the following paragraphs of this
      Section 4 are all true and complete as of the date
  hereof:

            


    

    


    
      	
              a.  

            	
              Title
      to Stock.  Seller is the record and beneficial owner and has
      sole managerial and dispositive authority with respect to the Stock and
      has not granted any person a proxy that has not expired or been validly
      withdrawn.  The sale and delivery of the Stock to Buyer pursuant
      to this Agreement will vest in Buyer the legal and valid title to the
      Stock, free and clear of all liens, security interests, adverse claims or
      other encumbrances of any character whatsoever (“Encumbrances”) (other
      than Encumbrances created by Buyer and restrictions on resales of the
      Stock under applicable securities
laws).

            


    

     

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              b.  

            	
              Liabilities
      of the Company. The liabilities referenced in Exhibit 1 herein represent,
      to the best of Seller’s knowledge, the total outstanding liabilities of
      the Company.  The Seller shall take all necessary and prudent
      actions to effectively meet the obligations of the Company in regards to
      the liabilities referenced in Exhibit 1 (the “Obligations”). The Seller
      shall have sixty (60) days from the Effective Date to effectively payoff,
      satisfy or discharge all of the Obligations, and shall indemnify and hold
      harmless the Company and the Buyer from and against all losses, claims,
      liabilities, claims and expenses (including attorneys’ fees and expenses)
      in connection with, by reason of or related to Seller’s failure to perform
      fully its obligations under this paragraph.  To secure Seller’s
      indemnification obligations, Seller agrees to deposit with the Escrow
      Agent at the Closing, the sum of $20,000 which, 65 days after the Closing
      Date, Escrow Agent either (i) shall pay to Seller, if Seller shall have
      paid or satisfies or discharged all of the Obligations so that none of the
      Obligations are liabilities of the Company on that date or thereafter, or
      (ii) shall pay to Buyer, if Seller shall not have paid or satisfies or
      discharged all of the Obligations so that none of the Obligations are
      liabilities of the Company on that date or
      thereafter.  Furthermore, if Buyer retains counsel or incurs any
      other reasonable expense, whether or not any action is commenced, in order
      to enforce Seller’s indemnification obligations under this paragraph, then
      Seller also shall pay to Buyer all of Seller’s attorneys’ fees and
      expenses incurred in connection with Buyer’s enforcement of such
      indemnification obligations of
Seller.

            


    

    


    
      	
              c.  

            	
              Full Power and
      Authority. Seller represents that it has full power and authority
      to enter into this Agreement.

            


    

    


    
      	
              d.  

            	
              No
      Conflict.  Neither the execution or delivery by the
      Seller of this Agreement, nor the consummation or performance by the
      Seller of the transactions contemplated hereby or thereby will, directly
      or indirectly, (a) contravene, conflict with, constitute a default (or an
      event or condition which, with notice or lapse of time or both, would
      constitute a default) under, any agreement or instrument to which the
      Seller is a party or to which the Stock are subject; or (b) contravene,
      conflict with, or result in a violation of, any law to which the Seller
      may be subject.

            


    

    


    
      	
              e.  

            	
              Litigation.  There
      is no pending action, claim or proceeding against the Seller that involves
      the Stock or that challenges, or may have the effect of preventing,
      delaying or making illegal, or otherwise interfering with, any of the
      transactions contemplated by this Agreement and, to the knowledge of the
      Seller, no such action, claim or proceeding has been threatened, and no
      event or circumstance exists that is reasonably likely to give rise to or
      serve as a basis for the commencement of any such action, claim or
      proceeding.

            


    

    


    
      	
              f.  

            	
              Representations of the
      Company.  The representations and warranties of the
      Company in Section 6 below, are true and
  complete.

            


    

    


    5.           Representations and
Warranties of Buyer.  Buyer hereby represents and warrants to
Seller that the statements in the following paragraphs of this Section 5 are all
true and complete as of the date hereof:

    


    
      	
              a.  

            	
              Affidavit
      of Source of Funds. Prior to each transfer to Seller
      or each deposit
      into escrow, Buyer shall execute an Affidavit of Source of Funds, to the
      reasonable satisfaction of Seller, which attests that the funds to be
      transferred are not the proceeds of nor are intended for or being
      transferred in the furtherance of any illegal activity or activity
      prohibited by federal or state laws. Such activity may include, but is not
      limited to: tax evasion; financial misconduct; environmental crimes;
      activity involving drugs and other controlled substances; counterfeiting;
      espionage; kidnapping; smuggling; copyright infringement; entry of goods
      into the United States by means of false statements; terrorism; terrorist
      financing or other material support of terrorists or terrorism; arms
      dealing; bank fraud; wire fraud; mail fraud; concealment of assets or any
      effort by conspiracy or otherwise to defeat, defraud or otherwise evade,
      any party or the Court in a bankruptcy proceeding, a receiver, a
      custodian, a trustee, a marshal, or any other officer of the Court or
      government or regulatory official; bribery or any violation of the Foreign
      Corrupt Practices Act; trading with enemies of the United States; forgery;
      or fraud of any kind. Buyer further warrants that all transfers of monies
      will be in accordance with the Money Laundering Control Act of 1986 as
      amended.

            


    

     

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    
 

    
      	
              b.  

            	
              Exempt
      Transaction.  Buyer understands that the offering and sale of
      the Stock is intended to be exempt from registration under the Securities
      Act of 1933, as amended (the “Act”) and exempt from registration or
      qualification under any state law.

            


    

    


    
      	
              i.  

            	
              Full
      Power and Authority.  Buyer represents that it has full power
      and authority to enter into this
Agreement.

            


    

    


    
      	
              ii.  

            	
              Stock.  The
      Stock to be purchased by Buyer hereunder will be acquired for investment
      for Buyer’s own account, not as a nominee or agent, and not with a view to
      the public resale or distribution thereof, and Buyer has no present
      intention of selling, granting any participation in, or otherwise
      distributing the same, unless and except and to the extent that such Stock
      is to be sold, pledged or transferred in connection with a Transaction or
      an initial financing of the
Company.

            


    

    


    
      	
              iii.  

            	
              Information
      Concerning the Company.  Buyer is solely responsible for
      conducting its own due diligence with respect to the Company and its
      liabilities and for gathering enough information upon which to base an
      investment decision in the Stock.  Buyer acknowledges that
      Seller has made no representations with respect to the Company or its
      status except as explicitly stated in this
  Agreement.

            


    

    


    
      	
              iv.  

            	
              Investment
      Experience.  The Buyer understands that purchase of the Stock
      involves substantial risk.  The
Buyer:

            


    

    


    has
experience as a purchaser in securities of companies in the development stage
and acknowledges that he can bear the economic risk of Buyer’s investment in the
Stock; and,

    


    has such
knowledge and experience in financial, tax, and business matters so as to enable
Buyer to evaluate the merits and risks of an investment in the Stock, to protect
Buyer’s own interests in connection with the investment and to make an informed
investment decision with respect thereto.

    


    
      	
              v.  

            	
              No
      Oral Representations.  No oral or written representations have
      been made other than or in addition to those stated in this Agreement.
      Buyer is not relying on any oral statements made by Seller, Seller's
      representatives, employee’s or affiliates in purchasing the
      Stock.

            


    

    


    
      	
              vi.  

            	
              Restricted
      Securities. Buyer understands that the Stock is characterized as
      “restricted securities” under the Act inasmuch as they were acquired from
      the Company in a transaction not involving a public
    offering.

            


    

    


    
      	
              vii.  

            	
              Opinion
      Necessary.    Buyer acknowledges that if any transfer
      of the Stock is proposed to be made in reliance upon an exemption under
      the Act, the Company may require an opinion of counsel satisfactory to the
      Company that such transfer may be made pursuant to an applicable exemption
      under the Act.  Buyer acknowledges that a restrictive legend
      appears on the Stock and must remain on the Stock until such time as it
      may be removed under the Act.

            


    

    


    


    
      	
              viii.  

            	
              Compliance.  Buyer
      shall comply with all applicable securities laws, rules and regulations
      regarding this Agreement, the Transaction and all related transactions,
      including but not limited to filing any forms required by the U.S.
      Securities and Exchange Commission.

            


    

    


    6. Representations and
Warranties of the Company. The Company hereby represents, warrants,
covenants and agrees, as of the date hereof and as of the Closing Date, as
follows:

    


    a.Organization and
Authority.

    


    
      	
              i.  

            	
              The
      Company is a corporation duly organized, validly existing and in good
      standing under the laws of the State of
Nevada.

            


    

    


    
      	
              ii.  

            	
              Complete
      and correct copies of the Company’s certificate of incorporation and
      by-laws are available for review on the EDGAR system maintained by the
      U.S. Securities and Exchange Commission (the “Commission”).

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              iii.  

            	
              The
      Company has full power and authority to carry out the transactions
      provided for in this Agreement, and this Agreement constitutes the legal,
      valid and binding obligations of the Company, enforceable in accordance
      with its terms, except as enforceability may be limited by bankruptcy,
      insolvency and other laws of general application affecting the enforcement
      of creditor’s rights and except that any remedies in the nature of
      equitable relief are in the discretion of the court.  All
      necessary action required to be taken by the Company for the consummation
      of the transactions contemplated by this Agreement has been
      taken.

            


    

    


    
      	
              iv.  

            	
              The
      execution and performance of this Agreement will not constitute a breach
      of any material agreement or indenture to which the Company is a party,
      and will not violate any judgment, decree, order, writ, rule, statute, or
      regulation applicable to the Company.  The execution and
      performance of this Agreement will not violate or conflict with any
      provision of the certificate of incorporation or by-laws of the
      Company.

            


    

    


    
      	
              v.  

            	
              The
      Stock is duly and validly authorized and issued, fully paid and
      non-assessable.

            


    

    


    
      	
              vi.  

            	
              The
      authorized Common Stock consists of 50,000,000 shares of common stock, par
      value $0.001 per share, of which 11,746,041 shares are issued and
      outstanding, and 1,000,000 million shares of blank check preferred stock,
      par value $0.001 per share, of which none have been designated or
      issued.  The Company has no outstanding or authorized warrants,
      options, other rights to purchase or otherwise acquire capital stock or
      any other securities of the Company, preemptive rights, rights of first
      refusal, registration rights or related commitments of any
      nature.  All issued and outstanding Common Stock was either (i)
      registered under the Securities Act, or (ii) issued pursuant to valid
      exemptions from registration
thereunder.

            


    

    


    
      	
              vii.  

            	
              No
      consent, approval or agreement of any person, party, court, governmental
      authority, or entity is required to be obtained by the Company in
      connection with the execution and performance by the Company of this
      Agreement or the execution and performance by the Company of any
      agreements, instruments or other obligations entered into in connection
      with this Agreement.

            


    

    


    
      	
              viii.  

            	
              The
      Stock is free and clear of all liens, claims and
    encumbrances.

            


    

    


    b.SEC
Documents.

    


    
      	
              i.  

            	
              The
      Company is current with its reporting obligations under the Securities
      Exchange Act of 1934, as amended (the “Exchange
      Act”).  To the Company’s knowledge, none of the Company’s
      filings made pursuant to the Exchange Act (collectively, the “Company
      SEC Documents”) contains any untrue statement of a material fact or
      omitted to state a material fact required to be stated therein or
      necessary to make the statements therein, in light of the circumstances
      under which they were made, not misleading.  The Company SEC
      Documents, as of their respective dates, complied in all material respects
      with the requirements of the Exchange Act, and the rules and regulations
      of the Commission thereunder, and are available on the Commission’s EDGAR
      system.

            


    

    


    
      	
              ii.  

            	
              The
      Company SEC Documents include the Company’s audited consolidated financial
      statements for the fiscal years ended July 31, 2007 and 2006
      (collectively, the “Financial
      Statements”), including, in each case, a balance sheet and the
      related statements of income, stockholders’ equity and cash flows for the
      period then ended, together with the related notes, and for the quarterly
      periods ended October 31, 2007, January 31, 2008 and April 30,
      2008.  The Financial Statements present fairly the financial
      position of the Company at the respective balance sheet dates, and fairly
      present the results of the Company’s operations, changes in stockholders’
      equity and cash flows for the periods
covered.

            


    

    


    
      	
              iii.  

            	
              At
      the close of business on July 31, 2008, the Company did not have any
      material liabilities, absolute or contingent, of the type required to be
      reflected on balance sheets prepared in accordance with GAAP which are not
      fully reflected, reserved against or disclosed on the balance sheet for
      the quarterly period ended April 30, 2008.  The Company has not
      guaranteed or assumed or incurred any obligation with respect to any debt
      or obligations of any person or entity, except endorsements made in the
      ordinary course of business in connection with the deposit of items for
      collection.  The Company does not have any debts, contracts,
      guaranty, standby, indemnity or hold harmless commitments, liabilities or
      obligations of any kind, character or description, whether accrued,
      absolute, contingent or otherwise, or due or to become due, and not
      heretofore paid or discharged.  As of the Closing Date, the
      Company shall have no trade payables, indebtedness or other liabilities
      that can be settled by the payment of a sum of
  money.

            


    

     

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              c.  

            	
              Absence of
      Changes.  Since July 31, 2007, except as set forth in the
      Company SEC Documents, there have not
been:

            


    

    


    
      	
              i.  

            	
              any
      changes in the consolidated assets, liabilities, or financial condition of
      the Company, except changes in the ordinary course of business which do
      not and will not have a material adverse effect on the
      Company;

            


    

    


    
      	
              ii.  

            	
              any
      changes or amendments to a material contract, charter document or
      arrangement not in the ordinary course of business to which the Company is
      a party other than contracts which are to be terminated at or prior to the
      Closing;

            


    

    


    
      	
              iii.  

            	
              any
      loans made by the Company to any of affiliate of the Company or any of the
      Company’s employees, officers, directors, shareholders or any of its
      affiliates;

            


    

    


    
      	
              iv.  

            	
              any
      declarations or payments of any dividend or other distribution or any
      redemption of any capital stock of the
Company;

            


    

    


    
      	
              v.  

            	
              any
      other events or conditions of any character which might have a material
      adverse effect on the Company; or

            


    

    


    
      	
              vi.  

            	
              any
      agreements or commitments by the Company to do any of the things described
      in this Section 6.

            


    

    


    d. Contracts and
Commitments.  Except as contemplated under this Agreement or
set forth in the Company SEC Documents, the Company is not a party to any
material contract or agreement.

    


    
      	
              e.             

            	
              No
      Defaults.  The Company is not in violation of its
      certificate of incorporation or by-laws or any judgment, decree or order,
      applicable to it.

            


    

    


    
      	
              f.        

            	
              Litigation.  There
      are no material (i.e., claims which, if adversely determined based on the
      amounts claimed, would exceed ten thousand dollars ($10,000) in the
      aggregate) claims, actions, suits, proceedings, inquiries, labor disputes
      or investigations (whether or not purportedly on behalf of the Company)
      pending or, to Company’s knowledge, threatened against the Company or any
      of its assets, at law or in equity or by or before any governmental entity
      or in arbitration or mediation.

            


    

    


    
      	
              g.             

            	
              Compliance with
      Laws.  The Company, to its knowledge, is in full
      compliance with all laws applicable to it (including, without limitation,
      with respect to zoning, building, wages, hours, hiring, firing, promotion,
      equal opportunity, pension and other benefit, immigration,
      nondiscrimination, warranties, advertising or sale of products, trade
      regulations, anti-trust or control and foreign exchange or, to the
      Company’s knowledge, environmental, health and safety
      requirements).

            


    

    


    
      	
              h.             

            	
              Intellectual
      Property.  The Company has no intellectual property
      rights.

            


    

    


    
      	
              i.        

            	
              No
      Broker.  Neither the Company nor any of its agents or
      employees has employed or engaged any broker or finder or incurred any
      liability for any brokerage fees, commissions or finders’ fees in
      connection with the transactions contemplated by this
      Agreement.  The Company shall indemnify and hold the Buyer
      harmless against any loss, damage, liability or expense, including
      reasonable fees and expenses of counsel, as a result of any brokerage
      fees, commissions or finders’ fees which are due as a result of the
      consummation of the transaction contemplated by this
      Agreement.

            


    

     

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
 

    7.
Indemnification.

    


    a. Buyer
shall indemnify and hold harmless the Seller from and against any and all
losses, damages, expenses and liabilities (collectively “Liabilities”) or
actions, investigations, inquiries, arbitrations, claims or other proceedings in
respect thereof, including enforcement of this Agreement that arise by reason of
Buyer’s representations in this Agreement being untrue in any material respect
(collectively “Actions”) (Liabilities and Actions are herein collectively
referred to as “Losses”).   Losses include, but are not limited
to all reasonable legal fees, court costs and other expenses incurred in
connection with investigating, preparing, defending, paying, settling or
compromising any suit in law or equity arising out of this Agreement or for any
breach of this Agreement notwithstanding the absence of a final determination as
to a Buyer’s obligation to reimburse Seller for such Losses and the possibility
that such payments might later be held to have been improper.

    


    b. Seller
agrees to indemnify Buyer, and hold Buyer harmless from and in respect of any
Liabilities or actions, investigations, inquiries, arbitrations, claims or other
proceedings in respect thereof, including enforcement of this Agreement that
arise by reason of Seller’s representations in this Agreement being untrue in
any material respect (collectively “Actions”) (Liabilities and Actions are
herein collectively referred to as “Losses”).   Losses include,
but are not limited to all reasonable legal fees, court costs and other expenses
incurred in connection with investigating, preparing, defending, paying,
settling or compromising any suit in law or equity arising out of this Agreement
or for any breach of this Agreement notwithstanding the absence of a final
determination as to a Seller’s obligation to reimburse Buyer for such Losses and
the possibility that such payments might later be held to have been
improper.

    


    c. If any
claim, action or proceeding is brought against a Party arising out of a claim
that is the subject of indemnification under this Agreement, the Party seeking
indemnification shall provide the other Party prompt written notice of the same,
together with the basis for such Party seeking indemnification (the
“Indemnification Notice”).  Upon receipt of an Indemnification Notice by a
Party, such Party shall inform the other Party (delivering the Indemnification
Notice), within five (5) business days after receipt of the Indemnification
Notice, whether the Party accepts or rejects responsibility for resisting and
defending such claim, action or proceeding.  If responsibility is accepted,
the indemnifying party shall have the right to select attorneys reasonably
acceptable to the other Party.  If responsibility is not accepted, then the
Party delivering the Indemnification Notice shall be free to select attorneys to
assist in the defense of the claim, action or proceeding without approval of the
other Party. Unless the Party receiving the Indemnification Notice has provided
the other Party with written acceptance of responsibility for defense and
indemnification of the subject claim, action or proceeding, the indemnifying
party shall not settle any such claim without the prior consent of such Party
delivering the Indemnification Notice, which consent shall not be unreasonably
withheld, conditioned or delayed.

    


    8. Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the Nevada, without giving effect to any other
choice or conflict of law provision that would cause the application of the laws
of any other jurisdiction other than the Commonwealth of Virginia.

    


    9. Company’s Form
10-K.  The parties to this Agreement acknowledge that, by
reason of the Company’s fiscal year ending July 31, 2008, that the Company is
responsible for filing an annual report on Form 10-K of Form 10-KSB no later
than October 29, 2008.  Seller and the Company agree to cooperate
fully with Buyer and to cause their representatives to cooperate fully with
Buyer in connection with the preparation of the financial statements and other
disclosures and materials and, generally, the entire report, so that the same is
filed timely with the SEC, and that, if requested by Buyer, the Company’s
current Principal Executive Officer and Principal Financial Officer shall
provide the Section 302 and Section 906 Certifications required in connection
therewith.

    


    10. Term /
Survival.  The terms of this Agreement shall be effective as of
the Effective Date, and continue until such time as the payment of the Purchase
Price and all other amounts due hereunder are fully satisfied, however; the
terms, conditions, and obligations of Sections 3(c), 7, 9  and 20
hereof shall survive the termination of this Agreement.

    


    11. Successors and
Assigns.  The terms and conditions of this Agreement shall
inure to the benefit of and be binding upon the respective successors and
assigns of the parties, except that Buyer may not assign or transfer any of its
rights or obligations under this Agreement.

    


    12.
Counterparts.    This Agreement may be executed in
two or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same agreement.  A
telefaxed copy of this Agreement shall be deemed an original.

    


    13. Headings.  The
headings used in this Agreement are for convenience of reference only and shall
not be deemed to limit, characterize or in any way affect the interpretation of
any provision of this Agreement.

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    14. Costs, Expenses.
Each party hereto shall bear its own costs in connection with the preparation,
execution and delivery of this Agreement.

    


    15. Modifications and
Waivers.  No change, modification or waiver of any provision of
this Agreement shall be valid or binding unless it is in writing, dated
subsequent to the Effective Date of this Agreement, and signed by both the Buyer
and Seller. No waiver of any breach, term, condition or remedy of this Agreement
by any party shall constitute a subsequent waiver of the same or any other
breach, term, condition or remedy.  All remedies, either under this
agreement, by law, or otherwise afforded the Buyer shall be cumulative and not
alternative.

    


    16.
Severability.  If one or more provisions of this Agreement are
held to be unenforceable under applicable law, such provision(s) shall be
excluded from this Agreement and the balance of the Agreement shall be
interpreted as if such provision(s) were so excluded and shall be enforceable in
accordance with its terms.

    


    17. Entire
Agreement.   This Agreement constitutes the entire
agreement and understanding of the parties with respect to the subject matter
hereof and supersedes any and all prior negotiations, correspondence,
agreements, understandings duties or obligations between the parties with
respect to the subject matter hereof.

    


    18. Further
Assurances.  From and after the date of this Agreement, upon
the request of the Buyer or Seller, Buyer and Seller shall execute and deliver
such instruments, documents or other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.

    


    19. Notices. All
notices or other communications required or permitted by this Agreement shall be
in writing and shall be deemed to have been duly received:

    


    a) if given
by telecopier, when transmitted and the appropriate telephonic confirmation
received if transmitted on a business day and during normal business hours of
the recipient, and otherwise on the next business day following
transmission,

    


    b) if given
by certified or registered mail, return receipt requested, postage prepaid,
three business days after being deposited in the U.S. mails, and

    


    c) if given
by courier or other means, when received or personally delivered, and, in any
such case, addressed notices given in the manner provided above shall be
effective upon delivery to a party or upon a party’s refusal of delivery at the
party’s address as indicated herein for the delivery of notices, or to such
other addresses as may be specified by any such Person/Party to the other
Person/Parties pursuant to notice given by such Person/Party or its counsel in
accordance with the provisions of this Section 19.

    


    20. Insider
Trading.  Seller and Buyer hereby certify that they have not
themselves, nor through any third parties, purchased nor caused to be purchased
in the public marketplace any publicly traded shares of the
Company.  Seller and Buyer further certify they have not communicated
the nature of the transactions contemplated by the Agreement, are not aware of
any disclosure of non public information concerning said transactions, and are
not a party to any insider trading of Company shares.

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
 

    21. Binding
Arbitration.  In the event of any dispute, claim, question, or
disagreement arising from or relating to this agreement or the breach thereof,
the Parties hereto shall use their best efforts to settle the dispute, claim
question, or disagreement. To this effect, they shall consult and negotiate with
each other in good faith and, recognizing their mutual interests, attempt to
reach a just and equitable solution satisfactory to both parties. If they do not
reach such a solution within a period of sixty (60) days, then, upon notice by
either party to the other, all disputes, claims, questions, or disagreements
shall be settled by arbitration administered by the American Arbitration
Association in accordance with its Commercial Arbitration Rules including the
Optional Rules for Emergency Measures of Protection, and judgment on any award
rendered by the arbitrator(s) may be entered in any court having jurisdiction
thereof.

    


    In Witness
Whereof, the Parties hereto have executed this Agreement as of the last
date written below.

     

     

    
      
        	SELLER 	 	 	BUYER	 
	 	 	 	 	 
	BELMONT
      PARTNERS, LLC	 	 	BMC
      ACQUISITION CORP., LLC	 
	 	 	 	 	 
	 	 	 	 	 
	
                /s/Joseph
      Meuse 

              	 	 	
                /s/
      William J.
      McCluskey

              	 
	
                By:  Joseph Meuse,
      Managing Member 

              	 	 	
                By: William J. McCluskey,
      Managing Member

              	 
	 	 	 	 	 
	
                Date:
      ____________________ 

              	 	 	
                Date:
      ________________________

              	 


      

    

                                                                                                   

    
      
        	COMPANY	 	 	ESCROW AGENT	 
	 	 	 	 	 
	YZAPP
      INTERNATIONAL, INC.	 	 	TRI-STATE
      TITLE & ESCROW, LLC	 
	 	 	 	 	 
	 	 	 	 	 
	
                /s/ 
      Joseph
      Meuse

              	 	 	
                /s/
      

              	 
	
                By: Joseph Meuse,
      Director

              	 	 	
                By:

              	 
	
                Date:
      ______________________

              	 	 	
                Date:
      _______________________

              	 


      
                                                                                    

    


     

    


     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
1

    


    
      	 
      	 
      	
              Type

            	 
      	
              Date

            	 
      	
              Num

            	 
      	
              Account

            	 
      	
              Amount

            	 
      	
              Balance

            
	
              Automated
      Filing Services Inc.

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              0.00

            
	 
      	 
      	
              Bill

            	 
      	
              11/26/2007

            	 
      	
              inv.711146

            	 
      	
              Accounts
      Payable

            	 
      	
              538.48

            	 
      	
              538.48

            
	 
      	 
      	
              Bill

            	 
      	
              12/18/2007

            	 
      	
              inv.712089

            	 
      	
              Accounts
      Payable

            	 
      	
              284.08

            	 
      	
              822.56

            
	 
      	 
      	
              Bill
      Pmt -Cheque

            	 
      	
              03/14/2008

            	 
      	
              141

            	 
      	
              Accounts
      Payable

            	 
      	
              -822.56

            	 
      	
              0.00

            
	
              Total
      Automated Filing Services Inc.

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              0.00

            	 
      	
              0.00

            
	
              Clark
      Wilson

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              0.00

            
	 
      	 
      	
              Bill

            	 
      	
              11/01/2007

            	 
      	
              inv.1771709

            	 
      	
              Accounts
      Payable

            	 
      	
              494.91

            	 
      	
              494.91

            
	 
      	 
      	
              General
      Journal

            	 
      	
              11/01/2007

            	 
      	 
      	 
      	
              Accounts
      Payable

            	 
      	
              -494.91

            	 
      	
              0.00

            
	 
      	 
      	
              Bill

            	 
      	
              01/01/2008

            	 
      	
              inv.1775829

            	 
      	
              Accounts
      Payable

            	 
      	
              6,237.63

            	 
      	
              6,237.63

            
	 
      	 
      	
              General
      Journal

            	 
      	
              01/01/2008

            	 
      	 
      	 
      	
              Accounts
      Payable

            	 
      	
              -2,005.09

            	 
      	
              4,232.54

            
	
              Total
      Clark Wilson

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              4,232.54

            	 
      	
              4,232.54

            
	
              Dennis
      Brovarone (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              1,260.00

            
	 
      	 
      	
              Bill

            	 
      	
              11/06/2007

            	 
      	
              inv.2007-1633

            	 
      	
              Accounts
      Payable

            	 
      	
              100.00

            	 
      	
              1,360.00

            
	
              Total
      Dennis Brovarone (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              100.00

            	 
      	
              1,360.00

            
	
              Edgar
      Tech & Bus Serv (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              -382.00

            
	
              Total
      Edgar Tech & Bus Serv (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              -382.00

            
	
              Manning
      Elliott LLP

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              0.00

            
	 
      	 
      	
              Bill

            	 
      	
              01/31/2008

            	 
      	
              inv.169037

            	 
      	
              Accounts
      Payable

            	 
      	
              12,163.50

            	 
      	
              12,163.50

            
	
              Total
      Manning Elliott LLP

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              12,163.50

            	 
      	
              12,163.50

            
	
              Nevada
      Corp HdQ (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              385.00

            
	
              Total
      Nevada Corp HdQ (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              385.00

            
	
              NI
      Cameron Inc (CAD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              0.00

            
	 
      	 
      	
              Bill

            	 
      	
              12/18/2007

            	 
      	 
      	 
      	
              Accounts
      Payable

            	 
      	
              371.00

            	 
      	
              371.00

            
	
              Total
      NI Cameron Inc (CAD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              371.00

            	 
      	
              371.00

            
	
              Pacific
      Stock Transf Comp (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              0.00

            
	 
      	 
      	
              Bill

            	 
      	
              01/31/2008

            	 
      	
              inv.1031/11052007

            	 
      	
              Accounts
      Payable

            	 
      	
              70.00

            	 
      	
              70.00

            
	
              Total
      Pacific Stock Transf Comp (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              70.00

            	 
      	
              70.00

            
	
              Q4
      Financial Group (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              21,055.00

            
	 
      	 
      	
              Bill
      Pmt -Cheque

            	 
      	
              10/01/2007

            	 
      	
              136

            	 
      	
              Accounts
      Payable

            	 
      	
              -5,000.00

            	 
      	
              16,055.00

            
	 
      	 
      	
              Bill
      Pmt -Cheque

            	 
      	
              10/01/2007

            	 
      	
              Debit

            	 
      	
              Accounts
      Payable

            	 
      	
              -40.00

            	 
      	
              16,015.00

            
	 
      	 
      	
              Bill

            	 
      	
              10/31/2007

            	 
      	 
      	 
      	
              Accounts
      Payable

            	 
      	
              2,620.00

            	 
      	
              18,635.00

            
	 
      	 
      	
              Bill

            	 
      	
              10/31/2007

            	 
      	
              inv.Q4
      08-35

            	 
      	
              Accounts
      Payable

            	 
      	
              2,500.00

            	 
      	
              21,135.00

            
	 
      	 
      	
              Bill

            	 
      	
              01/31/2008

            	 
      	 
      	 
      	
              Accounts
      Payable

            	 
      	
              2,500.00

            	 
      	
              23,635.00

            
	 
      	 
      	
              Bill

            	 
      	
              01/31/2008

            	 
      	 
      	 
      	
              Accounts
      Payable

            	 
      	
              1,500.00

            	 
      	
              25,135.00

            
	 
      	 
      	
              Bill

            	 
      	
              01/31/2008

            	 
      	
              inv.Q4
      08-36

            	 
      	
              Accounts
      Payable

            	 
      	
              2,500.00

            	 
      	
              27,635.00

            
	 
      	 
      	
              Bill

            	 
      	
              02/01/2008

            	 
      	 
      	 
      	
              Accounts
      Payable

            	 
      	
              525.00

            	 
      	
              28,160.00

            
	 
      	 
      	
              Bill

            	 
      	
              03/01/2008

            	 
      	
              Q4

            	 
      	
              Accounts
      Payable

            	 
      	
              525.00

            	 
      	
              28,685.00

            
	 
      	 
      	
              Bill
      Pmt -Cheque

            	 
      	
              03/13/2008

            	 
      	
              140

            	 
      	
              Accounts
      Payable

            	 
      	
              -1,050.00

            	 
      	
              27,635.00

            
	 
      	 
      	
              Cheque

            	 
      	
              03/24/2008

            	 
      	
              142

            	 
      	
              Accounts
      Payable

            	 
      	
              -525.00

            	 
      	
              27,110.00

            
	 
      	 
      	
              Bill

            	 
      	
              04/01/2008

            	 
      	
              inv.Q4
      08-39

            	 
      	
              Accounts
      Payable

            	 
      	
              525.00

            	 
      	
              27,635.00

            
	
              Total
      Q4 Financial Group (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              6,580.00

            	 
      	
              27,635.00

            
	
              XL
      (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              4,000.00

            
	
              Total
      XL (USD)

            	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              4,000.00

            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
              TOTAL:

            	 
      	
              23,517.04

            	 
      	
              49,835.04

            


    

     

     

     

    
 

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    EXHIBIT
2

    UNANIMOUS
WRITTEN CONSENT

    OF
THE BOARD OF DIRECTORS

    IN
LIEU OF A SPECIAL MEETING

    


    In lieu
of a Special Meeting of the Board of Directors of Yzapp International, Inc. (the
"Company"), the undersigned, being all of the Directors of the Company, take the
following actions by unanimous written consent; said actions to have the same
force and effect as if adopted at a meeting of the Board of Directors duly
called and held:

    


    WHEREAS, the Company has
determined that it is in the best interests of the Company to enter into an
agreement with Belmont Partners, LLC (“Belmont”) dated __________, 2008 (the
“Agreement”) requiring the Company to provide Belmont at least a one and one
tenth percent (1.1%) common stock position in the Company (the
“Position”).  The Position shall be based on the capital structure of
the Company after post Transaction (taking into account any and all shares
issued in connection with the Transaction, any reverse stock split (if any), and
after any other initial issuance of stock (including issuance to the Company’s
directors and/or officers).  Buyer shall take all steps necessary to
fully effectuate the provisions of this Section 3 and, to that end, promptly
after the Closing endeavor to identify an appropriate operating business that
would be suitable for acquisition by the Company.  For purposes
hereof, “Transaction” shall mean the acquisition by the Company of an operating
business by merger, acquisition of shares or asset acquisition.;

    


    WHEREAS, the Company has
entered into the Agreement with Belmont;

    


    WHEREAS, the Company has
received full and adequate consideration from Belmont for the
Position;

    


    WHEREAS, it is in the best
interests of the Company to issue such shares of the Company’s common stock (the
“Shares”) to Belmont necessary to provide Belmont the Position according to the
terms of the Agreement; and

    


    WHEREAS, all Shares
transferred to Belmont hereby shall be deemed to have a valuation of par
value.

    


    NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

     

    
      	
              (a)  

            	
              it
      is in the best interests of the Company to undertake the transactions
      contemplated hereby; and

            


    

     

    
      	
              (b)  

            	
              the
      transactions are hereby approved, ratified and confirmed;
    and

            


    

     

    
      	
              (c)  

            	
              any
      transfer agent acting for or on behalf of the Company or a Surviving
      Company (a “Transfer Agent”) shall be entitled to rely upon these
      resolutions to execute the issuance of the Shares as aforesaid;
      and

            


    

     

    
      	
              (d)  

            	
              certificate(s)
      evidencing the Position shall be issued and delivered to Belmont Partners,
      LLC immediately following the Transaction, but in no case later than one
      year from this resolution.  In the event that a Transaction have
      not been completed within one year from this resolution Belmont Partners,
      LLC shall be issued shares comprising the Position on that date and shall
      be issued additional shares as necessary following any reverse stock
      split, share issuances relating to the Transaction and initial contracts,
      initial acquisition of any assets, initial financing, and after any other
      initial issuance of stock; and

            


    

     

    
      	
              (e)  

            	
              the
      effective date of all Shares transferred pursuant to this Board Resolution
      shall be ________________, 2008 and shall be memorialized on the face of
      the certificates evidencing such shares.  Company shall accept
      as valid any legal opinion of Belmont Partners, LLC’s counsel regarding
      the removal of restrictions from all shares hereby issued, and any
      transfer agent acting on behalf of the Company shall be entitled to rely
      upon these resolutions to remove such restrictions from such shares;
      and

            


    

     

    
      	
              (f)  

            	
              the
      Company agrees to indemnify and hold harmless the Transfer Agent from and
      against any and all claims, liabilities, losses, damages and expenses,
      including fees and expenses of counsel, accountants and other advisors
      (collectively, “Losses”), related thereto or arising out of or in
      connection therewith the issuance of Shares;
and

            


    

     

    
      	
              (g)  

            	
              the
      Company gives the Transfer Agent authorization to deliver said shares as
      specified herein to Belmont Partners, LLC at 360 Main Street, Washington,
      Virginia 22747 via Federal Express or Hand Delivery;
  and

            


    

     

    
      	
              (h)  

            	
              the
      value of all shares hereby transferred shall be par
  value.

            


    

     

    Each
Director, by signing this Unanimous Written Consent of the Board of Directors in
Lieu of a Special Meeting, waives notice of the time, place and purpose of a
special Board of Directors’ meeting and agrees to the transaction of the
business set forth in this unanimous written consent in lieu of such
meeting.

    


    IN WITNESS WHEREOF, we have
each signed this Unanimous Written Consent of the Board of Directors in Lieu of
a Special Meeting, which may be signed in one or more counterparts, each of
which, when taken together, shall constitute one and the same instrument,
effective as of the  day of
_____________, 2008.

    


    


    


    ______________________

    ______________________,
Director

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
3

    


    IRREVOCABLE
TRANSFER AGENT INSTRUCTIONS

    


    


    DATE:
______________ __, 2008

    


    


     

    
      	TO:	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Re: 	 	 	 
	 	 	 	 


    

    


    Ladies
and Gentlemen:

    


    Reference
is made to that certain Common Stock Purchase Agreement between Yzapp
International, Inc. (the “Company”), Belmont Partners, LLC (“Belmont”) and among
Brean Murray, Carret & CO, LLC (the “Buyer”), dated _________ __, 2008
pursuant to which the Company shall issue to Belmont a number of shares of the
common stock of the Company equal to one and five tenths percent (1.5%) of the
total capital stock of the Company (the “Stock Position”).  This
letter shall serve as the Company’s irrevocable authorization and direction to
Pacific Stock Transfer Co., and to any subsequent Transfer Agent of the Company
, (collectively the “Transfer Agent”) to issue shares of the common stock of the
Company to Belmont as set forth below, and no subsequent direction, order,
resolution or other order or request of the Company shall be effective to
rescind, modify, nullify, or otherwise cancel these instructions, the attached
resolutions, or the shares issued hereby.

     

    Specifically,
the Transfer Agent is hereby instructed to issue one and one tenth percent
(1.1%) of the total capital stock of the Company to Belmont based on the capital
structure of the Company post Transaction (taking into account any and all
shares issued in connection with the Transaction, any reverse stock split (if
any), and after any other initial issuance of stock (including issuance to the
Company’s directors and/or officers).  For purposes hereof,
“Transaction” shall mean the acquisition by the Company of an operating business
by merger, acquisition of shares or asset acquisition.

    


     The
Transfer Agent shall deliver certificate(s) evidencing the shares in the Stock
Position to Belmont Partners, LLC, at the address indicated below immediately
following the Actions, but in no case later than one year from this
Instruction.  In the event that all Actions have not been completed
within one year from this Instruction, the Transfer Agent shall transfer to
Belmont certificate(s) evidencing the shares comprising the Stock Position on
______________________,
2009, and shall further issue additional shares to Belmont as necessary
following completion of the Actions.

    


    The
shares comprising the Stock Position shall be newly issued restricted common
shares of the Company, and the Effective date of all shares in the Stock
Position shall be ____________ __, 2008 regardless of the date on which the
certificate(s) evidencing such shares are issued, and such effective date shall
be evidenced on the face of such certificate(s).

     

    The
Company hereby confirms to the Transfer Agent and Belmont that the shares
comprising the Position shall not be subject to any stop-transfer restrictions
and shall otherwise be freely transferable on the books and records of the
Company, and that if the shares comprising the Position are not registered for
sale under the Securities Act of 1933, as amended, then the certificates
evidencing such shares shall bear the requisite restrictive
legend.  The Transfer Agent is hereby instructed to accept as valid
any opinion of Belmont’s counsel regarding removal of any restriction from the
shares comprising the Position, and upon receipt of such opinion of counsel the
Transfer Agent shall promptly remove such legend.

     

    The
Company hereby represents, acknowledges and agrees that: (i) Belmont has relied
upon the representations and covenants made by the Company hereunder as a
material inducement to Belmont entering into the Common Stock Purchase
Agreement; (ii) that without such representations and covenants Belmont would
not enter into the Common Stock Purchase Agreement; (iii) in the event of any
breach or threatened breach of any provision hereof, Belmont would be
irreparably damaged and damages at law would be an inadequate remedy if these
Irrevocable Transfer Agent Instructions were not specifically
enforced.  Therefore, in the event of a breach or threatened breach of
the representations and covenants hereunder, or a breach or threatened breach of
the Transfer Agent’s duties and obligations herein defined, Belmont shall be
entitled in addition to all other rights and remedies, to an injunction
restraining such breach, without being required to show any actual damages or to
post any bond or other security, and/or to a decree of specific performance of
the provisions of these Irrevocable Transfer Agent Instructions.

     

    Delivery
of the certificate(s) evidencing the Position shall be delivered to Belmont by
Federal Express toBelmont Partners, LLC, 360 Main Street, Washington, Virginia
22747, or to such other address as specified in writing by Belmont.

     

    IN WITNESS WHEREOF, the
Parties have caused this agreement and letter of Irrevocable Transfer Agent
Instructions to be duly executed and delivered as of the date first written
above.

     

     

     

    
      
        	YZAPP
      INTERNATIONAL, INC	 	 	 BELMONT
      PARTNERS, LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
                /s/

              	 	 	
                /s/
      

              	 
	
                 

              	 	 	
                Joseph
      Meuse, Managing Member

              	 
	
                Director 

              	 	 	
                 

              	 


      



    


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    EXHIBIT
4

    WRITTEN
SHAREHOLDERS CONSENT

    IN
LIEU OF A SPECIAL MEETING

    


    In lieu
of a Special Meeting of the Shareholders of Yzapp International, Inc. a Nevada
corporation (the "Company"), the
undersigned, being the majority shareholder(s) of the Company, take the
following actions by unanimous written consent; said actions to have the same
force and effect as if adopted at a meeting of the majority shareholders duly
called and held:

    


    WHEREAS, the Shareholder(s)
wish to increase the appoint __________________ as the sole Director and
President of the Company; and

    


    WHEREAS, the Shareholder(s)
wish to terminate Joseph Meuse as Director and/or officers of the
Company.

    


    NOW,
THEREFORE, IT IS HEREBY RESOLVED AS FOLLOWS:

     

    
      	
              (i)  

            	
              the
      Company appoints ________________ as the sole Director of the
      Company;

            


    

     

    
      	
              (j)  

            	
              the
      Company terminates Joseph Meuse as Director and/or officer of the
      Company;

            


    

     

    
      	
              (k)  

            	
              the
      Company terminates Joseph Meuse as Director and/or officer of the
      Company;

            


    

     

    
      	
              (l)  

            	
              transactions
      are hereby approved, ratified and confirmed;
and

            


    

     

    Each
Shareholder, by signing this Written Consent of the Shareholders in Lieu of a
Special Meeting, waives notice of the time, place and purpose of a special
Majority Shareholders meeting and agrees to the transaction of the business set
forth in this unanimous written consent in lieu of such meeting.

    


    IN WITNESS WHEREOF, we have
each signed this Written Consent of the Shareholders in Lieu of a Special
Meeting, which may be signed in one or more counterparts, each of which, when
taken together, shall constitute one and the same instrument, effective as of
the ___ day of March, 2008.

    


    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	Joseph
      Meuse,	 
	 	 	Managing
      Member of Belmont Partners, Majority Shareholder	 
	 	 	 	 


      



     

     

     

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