fs1ex10_ea2apextalk.htm


     

     

     

    Exhibit 10.1



    STOCK
EXCHANGE

    and

    PURCHASE
AGREEMENT

    


    This Stock Exchange and Purchase
Agreement (hereinafter referred to as the “Agreement”) dated as of November 16,
2007 between:

    


    Apextalk, Inc. (hereinafter referred
to as the “Sellers”), a California corporation, with the principle place of
business at 113 10th Street,
Oakland, CA 94607 and,

    


    Apextalk Holdings, Inc. (hereinafter
referred to as the “Purchaser”), a Delaware corporation registered to transact
in California, with its office address at 637 Howard Street, San Francisco,
California 94085.

    


    RECITAL

    


              
WHEREAS, the Sellers represent and warrant that the Sellers are the legal and
beneficial owner of the entire issued and paid-up stock capital of the Apextalk,
Inc., a corporation incorporated and operates in the State of California, USA
(hereinafter referred to as the “Company”) and Sellers propose to sell to the
Purchaser common stock comprising one hundred percent (100%) of the entire
issued and paid-up stock capital of the Company common stock (hereinafter
referred to as “Sale Stock”) in exchange for Nine hundred thousand (900,000)
common shares (par value $0.001/share) of Apextalk Holdings, Inc.  No
additional equity is created for this exchange. This tax-free exchange
transaction is intended to be qualified as “stock swap” under the Internal
Revenue Code of 1954, as amended.

    


    WHEREAS, the Purchaser desires to
purchase the entire one hundred percent (100%) of the issued and paid-up stock
capital of the Company common stock from the Sellers, upon the terms and subject
to the conditions contained in this Agreement.

    


    IT
IS HEREBY AGREED

    


    Subject to the terms and conditions
of this Agreement, the Sellers shall sell, assign and transfer to and the
Purchaser shall purchase from the Sellers the Sale Stock free from all charges,
liens, pledges, trusts and other encumbrances attending thereto and together
with all rights now or hereafter attaching to the Sale Stock.

    


    The consideration for the purchase of
the Sale Stock shall be Nine hundred thousand (900,000) common shares (par value
$0.001/share) of Apextalk Holdings, Inc. to the Sellers, shall be by way of hand
delivery of the stock certificates to the Sellers no later than five (5)
Business Days after the Completion Date, unless otherwise agreed in writing by
the parties hereto.  The common shares to be issued by Apextalk
Holdings, Inc. to the Sellers are not registered under the Securities and
Exchange Act of 1933 and are subject to restrictions on transferability for a
period of one year from the date of issuance (Rule 144).

     

     

    
      
         

      

      
        -1-

        
          

        

      

      
         

      

    

    
 

    Apextalk
Holdings, Inc. will receive the entire one hundred percent (100%) ownership
interest in Apextalk, Inc. and effectively became the one single owner of
interest effective on Nov 16, 2007, the “Effective Date”.  The Sellers
are to surrender or destroy their common stock certificates and Apextalk
Holdings, Inc. is to immediately execute a 5 times forward split of existing
shares and issue new common stock certificates indicating four million five
hundred thousand (4,500,000) shares of validly issued, fully paid and
nonassessable shares of common stock, $0.001 par value per share ("Common
Stock") to the following shareholders of Apextalk, Inc..

    


    The
shares to be issued by the Company to the Sellers (existing shareholders of
Apextalk, Inc.) are as following:

    


    Global
Talker
Inc.                                           1,500,000
shares

    Apex
Telecom
Inc.                                         1,500,000
shares

    Cheuk
Hong
Wong                                          750,000
shares

    George
Ma                                                        
750,000 shares

    


    The
shares to be issued by the Company to the above Apextalk Inc. shareholders are
not registered under the Securities and Exchange Act of 1933 and are subject to
restrictions on transferability for a period of one year from the date of
issuance (Rule 144).

    


    The completion shall take place at 637
Howard Street, San Francisco, CA 94105 on the Nov.16, 2007 (the Completion
Date), where the Sellers shall deliver to the Purchaser a duly completed and
executed Agreement and transfer(s) of the Sale Stock by the registered holder(s)
thereof in favor of the Purchaser or as it may direct together with the
respective share certificate(s).

    


    Any liability to any party hereunder
may in whole or in part be released, compounded or compromised or time or
indulgence may be given by any other party hereto in writing in its absolute
discretion as regards any of the parties under such liability provided always
that no failure, delay or forbearance on the part of the relevant party in
exercising any right or power in this Agreement shall operate as a waiver
thereof and no waiver on the part of the relevant party of any breach of any
term or condition in this Agreement by any other party shall prejudice the
rights of the relevant party in respect of any other or subsequent breach of any
term or condition in this Agreement or prejudice the rights of the relevant
party against the other parties under the same or like liability whether joint
and several or otherwise.

    


    Any time
or period mentioned in any provision of this Agreement may be extended by mutual
agreement between the parties hereto but as regards any time, date or period
originally fixed or any time, date or period so extended as aforesaid time shall
be of the essence.  This Agreement, together with its exhibits, if
any, constitutes the entire agreement between the parties pertaining to the
subject matter hereof, and supersedes in their entirety any and all written or
oral agreements previously existing between the parties with respect to such
subject matter.  This Agreement shall not be amended or modified
except in writing signed or otherwise confirmed by the parties.

     

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

    
 

    


    Subject
as otherwise provided in this Agreement, all notices, demands or other
communications required or permitted to be given or made hereunder shall be in
writing and delivered personally or sent by prepaid registered post or by
facsimile message addressed to the intended recipient thereof at its address
above or at its facsimile number (or to such other address or facsimile number
as any party may from time to time notify the other).  Any such
notice, demand or communication shall be deemed to have been duly served (if
given or made by facsimile) immediately or (if given or made by letter) two (2)
days after posting and in proving the same it shall be sufficient to show that
the envelope containing the same was duly addressed, stamped and
posted.

    


    This
Agreement is governed by, and shall be construed in accordance with, the laws of
State of California, and the parties hereto hereby irrevocably submit to the
non-exclusive jurisdiction of the California courts.

    


    This
Agreement will become effective only after Sellers have signed it, and Purchaser
has accepted it.  Sellers signing party certifies that it has the
legal rights and has been given the authority and power, to bind Seller into
this Agreement.

    


    This
Agreement may be executed in one or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the
same instrument.

    


    


    


    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

    


    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.

     

    


                                                                              

    
      
        	SELLERS:
      Apextalk, Inc. 	 	 	PURCHASER:
      Apextalk Holdings, Inc.	 
	 	 	 	 	 
	 	 	 	 	 
	
                /s/
      Cheuk Hong Wong  

              	 	 	
                /s/
      Cheuk Hong Wong 

              	 
	
                Cheuk
      Hong Wong  

              	 	 	
                Cheuk
      Hong Wong 

              	 
	
                an
      individual   

              	 	 	
                an
      individual  

              	 


      

      
        	 	 	 	 	 
	
                /s/
      William Ng 

              	 	 	
                /s/
      William Ng 

              	 
	
                William
      Ng 

              	 	 	
                William
      Ng 

              	 
	
                on
      behalf of Apex Telecom, Inc. 

              	 	 	
                on
      behalf of Apex Telecom, Inc. 

              	 


      

      
        	 	 	 	 	 
	
                /s/
      Patrick Chu

              	 	 	
                /s/
      : Patrick Chu

              	 
	
                Patrick
      Chu

              	 	 	
                Patrick
      Chu

              	 
	
                on
      behalf of Global Talker, Inc.   

              	 	 	
                on
      behalf of Global Talker, Inc.   

              	 


      

      
        	 	 	 	 	 
	
                /s/
      George Ma 

              	 	 	
                /s/
      George Ma 

              	 
	
                George
      Ma 

              	 	 	
                George
      Ma 

              	 
	
                an
      individual

              	 	 	
                an
      individual

              	 
	 	 	 	 	 
	 Date:  November 16,
      2007    	 	 	Date: November 16,
      2007    	 


      



    


     

    -4-