Exhibit 10.1



                            ASSET PURCHASE AGREEMENT

                                  BY AND AMONG

                               AA ENTERPRISE CORP.

                                       AND

                                   ITALK, INC


                                   MAY 2, 2013
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                                TABLE OF CONTENTS

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ARTICLE I. DEFINITIONS......................................................  1
   1.1          Certain Definitions.........................................  1
   1.2          Other Definitional Provisions...............................  2
ARTICLE II. PURCHASE AND SALE...............................................  2
   2.1          Purchase Price..............................................  2
   2.2          Transfer of Assets..........................................  2
ARTICLE III. CLOSING........................................................  2
   3.1          Closing.....................................................  2
   3.2          Closing Deliveries..........................................  2
ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF SELLER........................  3
   4.1          Organization; Capitalization................................  3
   4.2          Authorization...............................................  3
   4.3          No Conflict or Violation; Default...........................  3
   4.4          Consents....................................................  3
   4.5          Assets......................................................  3
   4.6          Solvency; Fair Value........................................  3
   4.7          Litigation..................................................  4
   4.8          Tax Matters.................................................  4
   4.9          Intellectual Property.......................................  4
ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER..........................  4
   5.1          Organization................................................  4
   5.2          Authorization...............................................  4
   5.3          No Conflict or Violation; Default...........................  4
   5.4          Consents....................................................  4
ARTICLE VI. INDEMNIFICATION.................................................  4
   6.1          Settlement of Disputes......................................  4
ARTICLE VII. MISCELLANEOUS..................................................  5
   7.1          Expenses....................................................  5
   7.2          Notices.....................................................  5
   7.3          Counterparts................................................  6
   7.4          Entire Agreement............................................  6
   7.5          Headings....................................................  6
   7.6          Assignment; Amendment of Agreement..........................  6
   7.7          Non Waiver..................................................  6
   7.8          Severability................................................  6

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                            ASSET PURCHASE AGREEMENT

     This ASSET PURCHASE AGREEMENT (this "Agreement"), dated as of May 3rd 2012,
is entered into by and among AA Enterprise Corp. a Nevada corporation ("Buyer"),
and ITalk, Inc., a Nevada corporation ("Seller").

                    RECITALS

     WHEREAS,  Seller  currently  owns a brand  called  "RocketVoIP  Customer of
Record  rights in URL's  listed  below  (ARTICLE I) useful for the  marketing of
voice-over-internet telephone connectivity (the "Assets");

     WHEREAS,  Seller  desires to sell all of  Seller's  "RocketVoIP"  Assets as
listed under exhibit "A" excluding the physical  switching and routing equipment
housed within the  companies  data center but including all rights and interests
associated  therewith to Buyer as it pertains to the domain,  the business,  the
customer base and associated intellectual property; and

     WHEREAS,  Buyer  desire  to  purchase  from  Seller,  upon  the  terms  and
conditions set forth herein, such Assets, rights and interests;

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
and agreements set forth herein, the parties hereby agree as follows:

                                   ARTICLE I.
                                  DEFINITIONS

     1.1 Certain  Definitions.  The following terms have the following  meanings
when used herein:

     (a)  "Assets"  includes  the  following  assets of  Seller,  all rights and
interests  associated  therewith,  and,  without  limiting the generality of the
foregoing, shall expressly include the following assets, rights and interests of
Seller:

          (i)  all  rights  of the  Customer  of  Record  in the  domain  names:
     ROCKETVOIP.COM    ROCKETMOBILE.NET,    ROCKETMOBILE.ORG,    ROCKETTALK.NET,
     ROCKETVOIP.NET, ROCKETVOIP.ORG

          (ii) any and all business plans,  financial  projections,  and similar
     information pertaining to the Assets;

          (iii)  any and  all  other  intellectual  property  pertaining  to the
     Assets,  including trademarks,  service marks,  proprietary rights in trade
     names,  brand names,  internet domain names,  trade dress,  labels,  logos,
     slogans and other  indications of origin,  and copyrighted works (including
     any  registrations or applications for registration of the foregoing in any
     jurisdiction and any extensions,  modifications  or renewals  thereof) (the
     "Intellectual Property");

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          (iv) except as  otherwise  provided  herein,  any and all customer and
     supplier  lists  pertaining to the Assets  (including  principal  contacts,
     addresses and telephone numbers,  purchasing  history,  payment information
     and  any  other  documented  information)  and  other  business  files  and
     information;

          (v) except as  otherwise  provided  herein,  all rights,  benefits and
     interests in and to any and all licenses,  leases,  contracts,  agreements,
     commitments and undertakings pertaining to the Assets; and

          (viii) all goodwill of Seller pertaining to the Assets.

     (b) Other  capitalized  terms  included  in this  Agreement  shall have the
meaning ascribed to herein.

     1.2  Other  Definitional  Provisions.  The  language  in all  parts of this
Agreement shall be construed, in all cases, according to its fair meaning.

     (a) Terms defined in the singular shall have a comparable meaning when used
in the plural, and vice versa.

                                   ARTICLE II.
                                PURCHASE AND SALE

     2.1 Purchase Price.  Upon the terms and subject to the conditions set forth
herein,  Buyer shall,  and hereby does,  purchase  from Seller the Assets for an
aggregate  purchase price  consisting of the following:  Fifty thousand  dollars
($50,000) and 500,000  common  restricted  shares of iTalk Inc.  (the  "Purchase
Price"):

          a) Cash in the amount of $50,000
          b) 500,000 common restricted shares of iTalk Inc.

     2.2 Transfer of Assets.  Upon the terms and subject to the  conditions  set
forth  herein,  Seller  shall,  and hereby does,  sell and transfer to Buyer all
right, title and interest of Seller in and to the Assets,  free and clear of all
encumbrances of any kind known to Seller.

     2.3  Continued  Operations  of  Assets.  Upon the terms and  subject to the
conditions set forth herein, Seller shall, and hereby does, agree to continue to
manage and operate as directed by buyer the rocketvoip.com domain and associated
business  until  such  time as  directed  by the  buyer to  transition  customer
support, online sales and other operations to buyers new management team.

                                  ARTICLE III.
                                     CLOSING

     3.1  Closing.  The  closing of the  transactions  contemplated  herein (the
"Closing")  is  occurring on the date hereof (the  "Closing  Date") and shall be
deemed effective upon the execution and delivery of this Agreement.

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                                   ARTICLE IV.
                    REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller represents and warrants to Buyer as follows:

     4.1 Organization; Capitalization.

     (a) Seller is a Florida corporation duly organized, validly existing and in
good standing under the laws of the State of Florida and has all requisite power
and authority to own or lease the  properties  used in its business and to carry
on such business as presently conducted.

     (b) Seller is duly  qualified to do business  and is in good  standing as a
foreign limited liability company in each jurisdiction in which the ownership of
the Assets requires such qualification.

     4.2  Authorization.  This Agreement has been duly authorized,  executed and
delivered  by  Seller,  and this  Agreement  is the  legal,  valid  and  binding
obligation of Seller enforceable against it.

     4.3 No Conflict or Violation;  Default.  Neither the execution and delivery
of this Agreement nor the consummation of the transactions  contemplated  hereby
or thereby will violate,  conflict with or result in a breach of or constitute a
default  under or  result  in the  termination  or the  acceleration  of, or the
creation in any party of any right  (whether or not with notice or lapse of time
or both) to declare a default,  accelerate,  terminate, modify or cancel (a) any
indenture,  contract,  lease, sublease, loan agreement, note or other obligation
or  liability  to which  Seller  is a party or by  which  it is  bound,  (b) any
provision  of the  articles  of  organization  or  regulations  or  articles  of
incorporation or bylaws (or similar  organizational  or governing  documents) of
Seller,  (c) any  judgment,  order,  decree,  rule or regulation of any court or
governmental  agency  to which  Seller or the  Business  is  subject  or (d) any
applicable laws or regulations.

     4.4  Consents.  No notice to or consent,  approval,  authorization,  order,
filing,  registration  or  qualification  of or  with  any  court,  governmental
authority  or third  party is  required  to be made or  obtained  by  Seller  in
connection with the execution and delivery of this Agreement or the consummation
by Seller of the transactions contemplated herein and therein.

     4.5  Assets.  Seller  has or  will  transfer  to  Buyer,  good,  valid  and
marketable  title  to  the  Assets,  free  and  clear  of any  claims,  security
interests,  liens, pledges,  charges, escrows, options, proxies, rights of first
refusal,  prior  assignments  remaining  in  effect,  indentures  or  any  other
encumbrances  of any kind known to Seller,  including  licenses of  intellectual
property.  The  delivery to Buyer of the  instruments  of transfer  contemplated
hereby will vest,  indefeasible and exclusive title to the Assets in Buyer, free
and clear of all encumbrances of any kind known to Seller.

     4.6  Solvency;  Fair Value.  Seller is  solvent.  The  consummation  of the
transactions contemplated hereby will not affect Seller's solvency subsequent to
the Closing Date.  Seller hereby  acknowledges  that the Purchase Price received
pursuant  to this  Agreement  constitutes  reasonably  equivalent  value for the
Assets that Buyer is acquiring pursuant hereto.

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     4.7  Litigation.   There  is  no  claim,  action,  suit,   proceeding,   or
investigation  pending or threatened against Seller or its respective directors,
officers,  agents or employees  (in their  capacity as such)  pertaining  to the
Assets  or any  properties  or  rights  associated  with the  Assets  or that is
reasonably   likely  to  adversely   affect  the  Assets  or  the   transactions
contemplated  hereby.  There  are  no  orders,  writs,  injunctions  or  decrees
currently in force against Seller or its respective directors,  officers, agents
or employees (in their capacity as such) pertaining to the Assets.

     4.8 Tax Matters Seller has duly and timely filed,  or caused to be duly and
timely  filed all Tax Returns  required  to be filed by it with the  appropriate
governmental  authorities,  or requests for  extensions to file such Tax Returns
have been timely  filed and granted and have not  expired.  All such Tax Returns
were at the time of  filing  and are as of the date  hereof  true,  correct  and
complete  in all  respects.  All Taxes  owed by Seller  relating  to the  Assets
(whether or not shown on any Tax  Return)  have been paid within the time and in
the  manner  prescribed  by law.  All  deficiencies  for any Taxes  relating  to
Seller's  Assets that have been  proposed,  asserted or assessed  against Seller
have been fully paid. 4.9  Intellectual  Property.  Article I sets forth a true,
correct  and  complete  list  and  description  of all  registered  Intellectual
Property and applications therefor owned by Seller pertaining to the Assets (the
"Seller Intellectual  Property").  The Seller Intellectual  Property constitutes
all intellectual property of Seller pertaining to the Assets. Seller is the sole
owner  of the  Seller  Intellectual  Property,  free and  clear of any  payment,
restriction or known encumbrance.  No claims have been asserted by any person or
entity  that  challenge  Seller's  exclusive  rights in the Seller  Intellectual
Property.  To Seller's  knowledge,  the Seller  Intellectual  Property  does not
infringe  on,  misappropriate,  or  otherwise  violate a valid  and  enforceable
intellectual property right of any other person or entity.

                                   ARTICLE V.
                     REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer represent and warrant to Seller as follows:

     5.1  Organization.  Buyer is an individual and has all requisite  power and
authority to enter into this Agreement.

     5.2  Authorization.  This Agreement has been duly authorized,  executed and
delivered  by  Buyer,  and  this  Agreement  is the  legal,  valid  and  binding
obligation of,  enforceable  against Buyer in accordance  with their  respective
terms.

                                  ARTICLE VI.
                                INDEMNIFICATION

     6.1 Settlement of Disputes.  (a) Arbitration.  All disputes with respect to
any claim for indemnification  under this Article VII and all other disputes and
controversies of every kind and nature between the parties hereto arising out of
or in connection with this Agreement shall be submitted to arbitration  pursuant
to the following procedures:

          (i) After a dispute or  controversy  arises,  either  party may,  in a
     written notice delivered to the other party, demand such arbitration.  Such
     notice shall include a statement of the matter in controversy;

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          (ii) Within 30 days after receipt of such demand,  an arbitrator shall
     be chosen by the American Arbitration Association ("AAA").

          (iii)  The  arbitration  hearing  shall  be  held  within  30  days of
     appointment of the arbitrator in Miami Florida, at a location designated by
     the arbitrator.  The Commercial  Arbitration Rules of the AAA shall be used
     and the  substantive  laws of the State of Florida  (excluding  conflict of
     laws provisions) shall apply;

          (iv) An award  rendered by the arbitrator  appointed  pursuant to this
     Agreement  shall be final and  binding on all  parties  to the  proceeding,
     shall deal with the  question of costs of the  arbitration  and all related
     matters,  shall not award punitive damages,  and judgment on such award may
     be entered by either party in a court of competent Jurisdiction; and

          (v) Except as set forth in subsection (b) below, the parties stipulate
     that the provisions of this Section 6.1 shall be a complete  defense to any
     suit, action or proceeding instituted in any federal, state, or local court
     or before any  administrative  tribunal with respect to any  controversy or
     dispute arising out of this Agreement.  The arbitration  provisions  hereof
     shall, with respect to such controversy or dispute, survive the termination
     or expiration of this Agreement.

     (b) Emergency Relief.  Notwithstanding  anything in this Section 6.1 to the
contrary,  either  party may seek  emergency  relief from a court for any remedy
that may be  necessary  to protect any rights or property of such party  pending
the establishment of the arbitral tribunal or its determination of the merits of
the controversy.

                                  ARTICLE VII.
                                 MISCELLANEOUS

     7.1 Expenses.  Buyer shall pay all costs and expenses incurred by it on its
behalf, and Seller shall pay all costs and expenses incurred by Seller or on its
behalf,  in connection  with this  Agreement and the  transactions  contemplated
hereby, including fees and expenses of their financial consultants,  accountants
and legal counsel.

     7.2 Notices. All notices,  requests, demands and other communications given
hereunder (collectively, "Notices") shall be in writing and delivered personally
or by  overnight  courier to the parties at the  following  addresses or sent by
telecopier  or telex,  with  confirmation  received,  to the telecopy  specified
below:

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     If to Buyer: AA Enterprise Corp.
                  2334 Weston rd
                  Suite 103
                     Weston Fl 333326

     If to Seller ITALK, INC 2400 W Cypress Creek Rd.
                  Suite 111
                  Ft Lauderdale Fl 33309

     All Notices shall be deemed  delivered when actually  received if delivered
personally  or by  overnight  courier,  sent by  telecopier  or telex  (promptly
confirmed in writing),  addressed as set forth above.  Each of the parties shall
hereafter  notify the other in accordance with this Section 8.2 of any change of
address or telecopy number to which notice is required to be mailed.

     7.3 Counterparts.  This Agreement may be executed  simultaneously in one or
more  counterparts,  and by different  parties hereto in separate  counterparts,
each of which when executed shall be deemed an original,  but all of which taken
together shall constitute one and the same instrument.

     7.4 Entire  Agreement.  This Agreement  constitutes the entire agreement of
the parties with respect to the subject  matter  hereof and  supersede all prior
negotiations,  agreements and  understandings,  whether  written or oral, of the
parties.

     7.5 Headings. The headings contained in this Agreement and in the Schedules
and Exhibits hereto are for reference  purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.

     7.6  Assignment;  Amendment of Agreement.  This Agreement  shall be binding
upon the respective successors and assigns of the parties hereto. This Agreement
may not be assigned by any party hereto without the prior written consent of the
other party  hereto  which  consent  shall not be  unreasonably  withheld.  This
Agreement may be amended only by written  agreement of the parties hereto,  duly
executed and  delivered by an authorized  representative  of each of the parties
hereto.

     7.7 Non Waiver.  The failure in any one or more instances of a party hereto
to insist upon performance of any of the terms,  covenants or conditions of this
Agreement,  to exercise any right or privilege in this Agreement  conferred,  or
the  waiver  by said  party of any  breach  of any of the  terms,  covenants  or
conditions of this  Agreement  shall not be construed as a subsequent  waiver of
any such terms, covenants,  conditions, rights or privileges, but the same shall
continue and remain in full force and effect as if no such forbearance or waiver
had occurred.

     7.8  Severability.  If any term or other  provision  of this  Agreement  is
invalid,  illegal or incapable  of being  enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the  economic or legal  substance  of

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the  transactions  contemplated  hereby is not affected in any manner adverse to
any party. Upon such  determination that any term or other provision is invalid,
illegal or incapable of being  enforced,  the parties hereto shall  negotiate in
good faith to modify this  Agreement so as to affect the original  intent of the
parties  as  closely  as  possible  in an  acceptable  manner  to the  end  that
transactions contemplated hereby are fulfilled to the extent possible.

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

                                       AA Enterprise Corp.


                                       By: /s/ Windell Thelusma
                                          --------------------------------------
                                          President

                                       ITalk, INC.


                                       By: /s/ David Franklin Levy
                                          --------------------------------------
                                          David Franklin Levy, CEO / President


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