Filed by Automated Filing Services Inc. (604) 609-0244 - Actiga Corporation - Exhibit 10.12






ASSIGNMENT OF DEBT 

THIS AGREEMENT is made as of the _____day of , 2007

BETWEEN:

QMotions, Inc., a California C
Corporation, with a 
business address at 871 Marlborough Avenue Suite 100

Riverside, CA 92507

(the “Assignor”)

OF THE FIRST PART 

AND:

Actiga Corporation, a Nevada
Corporation, with a 
business address at 6100 Neil Road, Suite 500, Reno, NV

89511

(the “Assignee”)

OF THE SECOND PART

WHEREAS:

A.      The Assignor is indebted to
Che Ming Chou (“CMC”) in the amount of US$500,000 (the “Indebtedness”) pursuant
to a loan agreement between CMC and the Assignor dated October 26, 2007,
attached hereto as Schedule “A” (the “Loan Agreement”); and

B.      The Assignor intends to sell,
transfer and assign all of his Indebtedness to the Assignee;

THEREFORE:

IN CONSIDERATION of the payment to the Assignor of the sum of
Ten Dollars ($10.00) and other good and valuable consideration, the parties
agree as follows:

	1. 	
      The Assignor hereby assigns and transfers to the
      Assignee, absolutely, to and for its sole use forever, all of the
      obligations and interest of the Assignor in and to the Indebtedness and
      the Loan Agreement, including without limitation the obligation to repay
      the Indebtedness including the principal amount thereof, interest accrued
      or hereafter accruing thereto and any fees or expenses chargeable to the
      Assignor in connection therewith.

	 	 
	2. 	
      The Assignor hereby represents and warrants that the
      Assignor has full right, power and authority to transfer and assign the
      Indebtedness and the Loan Agreement to the Assignee in accordance with the
      provisions hereof. This Assignment is made without recourse.

	 	 
	3. 	
      The Assignor hereby covenants to the Assignee forthwith
      to endorse and deliver to the Assignee such documents or instruments
      governing or evidencing any of the







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      Indebtedness and to do or execute, at the request and
      expense of the Assignee, any further acts, documents or instruments as may
      reasonably be required to give complete effect to this
  Assignment.

	 	 
	4. 	
      This Assignment shall be governed by and interpreted in
      accordance with the laws of the Province of British Columbia.

	 	 
	5. 	
      This Assignment shall enure to the benefit of and be
      binding upon the respective successors and assigns of the parties
      hereto.

	 	 
	6. 	
      Delivery of a copy of this Assignment to CMC shall be its
      irrevocable notice and instruction to recognize the Assignee as the person
      to whom the Indebtedness is now payable.

	 	 
	7. 	
      This Assignment may be executed in any number of
      counterparts, each of which when so executed shall be deemed to be an
      original and all of which taken together shall constitute one and the same
      agreement




	QMOTIONS, INC. 	 
	 	 
	Per: 	 
	/s/ Amro Albanna 	 
	                 
       Authorized Signatory 	 
	 	 
	 	 
	ACTIGA CORPORATION 	 
	 	 
	Per: 	 
	 	 
	/s/ Steve Bajic
      	 
	                 
       Authorized Signatory