ex101.htm


    STOCK
      PURCHASE
      AGREEMENT

    


    


    THIS
      STOCK PURCHASE AGREEMENT
      (the "Agreement") is entered into on the 7th day of March, 2008, by and among
      U.S.A. Capital Management Group, Inc., a Florida corporation (“Buyer”), Talles
      Family Holdings (“Seller”), and Sadhana Equity Investment, Inc., a Florida
      corporation (the “Company”).

     

    EXPLANATORY
      STATEMENT

    


    WHEREAS,
      Seller desires to
      sell, and Buyer desires to acquire, all of the outstanding common stock of
      the
      Company (the "Common Stock"), on the terms described below; and

    


    WHEREAS,
      the Company and Buyer
      desire that Law Offices of Michael H. Hoffman, P.A. continue to serve as legal
      counsel to the Company and provide on-going legal services, including advice
      on
      corporate and securities law matters.

    


    NOW,
      THEREFORE, in
      consideration of the premises and the mutual covenants, conditions and promises
      hereinafter set forth, the parties hereto agree as follows:

    


    1. PURCHASE
      AND
      SALE.

    


    1.1 Shares.  On
      the terms and subject to the conditions herein provided, Seller agrees to sell,
      transfer and assign to Buyer, and Buyer agrees to purchase and acquire from
      Seller, on the Closing Date (as defined in Section 1.4 below), Five Million
      (5,000,000) shares (the “Shares”) of Common Stock, which constitute all of the
      issued and outstanding capital stock of the Company.

    


    1.2 Excluded
      Liabilities.  Buyer will not acquire, and Seller shall pay or
      cause the Company to pay, all of the Company’s liabilities as of the Closing
      Date.

    


    1.3 Purchase
      Price.

    


    (1) Purchase
      Price.  The aggregate purchase price for the Shares to be sold
      by Seller and to be purchased by Buyer is Five Thousand Dollars ($5,000), which
      is payable upon the closing of this Agreement.

    


    (2) Manner
      of
      Payment.  Buyer shall pay the Purchase Price by wire transfer
      of immediately available funds to an account designated by Seller.

    


    
      
         

      

      
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    1.4 Closing;
      Effective
      Date.  Subject to the satisfaction of the conditions stated in
      Section 6, the closing of the transactions contemplated by this Agreement (the
      “Closing”) shall take place at the Seller's office at 12:00 p.m. E.S.T. on the
      date first above written (the “Closing Date”).

    


    1.5 Transactions
      and Documents
      at Closing.

    


    (1) Deliveries
      by Seller and the
      Company.  At the Closing, Seller and the Company shall deliver
      to Buyer:

    


    
      	
              (1)  

            	
              the
                certificate representing the Shares in proper form for transfer to
                Buyer;

            


    

    


    
      	
              (2)  

            	
              the
                resignation of the Company’s sole officer and
                director;

            


    

    


    
      	
              (3)  

            	
              the
                stock ledger, minute book, corporate seal and books and records of
                the
                Company; and

            


    

    


    
      	
              (4)  

            	
              a
                certified copy of all necessary corporate action approving the Company’s
                execution, delivery and performance of this
                Agreement.

            


    

    


    (2) Deliveries
      by
      Buyer.  At the Closing, Buyer shall deliver to
      Seller:

    


    
      	
              (1)  

            	
              payment
                of the Purchase Price; and

            


    

    


    
      	
              (2)  

            	
              a
                certified copy of all necessary corporate action approving Buyer’s
                execution, delivery and performance of this
                Agreement.

            


    

    


    2. ADDITIONAL
      AGREEMENTS.

    


    2.1 Legal
      Services.  The Company shall continue to engage the Law Offices
      of Michael H. Hoffman, P.A. to serve as legal counsel to the Company and provide
      on-going legal services, including advice on corporate and securities law
      matters.  The term of such engagement shall be for a period of one
      year, commencing on the Closing Date, and ending on the first anniversary of
      the
      Closing Date (the “Term”).  If such engagement is not terminated by
      the Company prior to ninety (90) days before the expiration of the Term (or
      any
      extension thereof), the Term shall automatically be extended for an additional
      one year period.  This automatic extension shall apply to each
      subsequent one year period that the Term is extended.

    


    
      
         

      

      
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    2.2 Cooperation;
      Further
      Assurances.  Each of the parties hereto will cooperate with the
      other and execute and deliver to the other parties hereto such other instruments
      and documents, provide such other notices or communications and take such other
      actions as may be reasonably requested from time to time by any other party
      hereto as necessary to carry out the intended purposes of this
      Agreement.

    


    3. REPRESENTATIONS,
      COVENANTS
      AND WARRANTIES OF SELLER AND THE COMPANY.

    


    To
      induce
      Buyer to enter into this Agreement and to consummate the transactions
      contemplated hereby, Seller and the Company represent and warrant to and
      covenant with Buyer as follows:

    


    3.1 Organization.  The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Florida.  Seller is a general
      partnership validly existing and in good standing under the laws of the State
      of
      Florida.

    


    3.2 Execution;
      No Inconsistent
      Agreements.

    


    (1) The
      execution and delivery of this Agreement and the performance of the transactions
      contemplated hereby have been duly and validly authorized and approved by Seller
      and the Company, and this Agreement is a valid and binding agreement of Seller
      and the Company, enforceable against Seller and the Company in accordance with
      its terms.

    


    (2) The
      execution and performance of this Agreement by Seller does not constitute a
      breach or violation of the organizational or governing documents of Seller
      or
      the Company, or a material default under any of the terms, conditions or
      provisions of (or an act or omission that would give rise to any right of
      termination, cancellation or acceleration under) any agreement or obligation
      to
      which Seller or the Company is a party.

    


    3.3 Title
      to
      Shares.  Seller shall transfer to Buyer good and valid title to
      the Shares, free and clear of all liens and encumbrances.

    


    
      
         

      

      
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    4. REPRESENTATIONS,
      COVENANTS
      AND WARRANTIES OF BUYER.

    


    To
      induce
      Seller and the Company to enter into this Agreement and to consummate the
      transactions contemplated hereby, Buyer represents and warrants to and covenants
      with Seller and the Company as follows:

    


    4.1 Organization;
      Compliance.   Buyer is a corporation duly organized,
      validly existing and in good standing under the laws of the State of
      Florida.

    


    4.2  Execution;
      No Inconsistent
      Agreements; Etc.

    


    (1) The
      execution and delivery of this Agreement and the performance of the transactions
      contemplated hereby have been duly and validly authorized and approved by Buyer
      and this Agreement is a valid and binding agreement of Buyer, enforceable
      against Buyer in accordance with its terms.

    


    (2) The
      execution and delivery of this Agreement by Buyer does not, and the consummation
      of the transactions contemplated hereby will not, constitute a breach or
      violation under any of the terms, conditions or provisions of (or an act or
      omission that would give rise to any right of termination, cancellation or
      acceleration under) any agreement or obligation to which Buyer is a
      party.

    


    4.3 Investment
      Representation.  Buyer understands and acknowledges that (a)
      the Shares have not been registered under the Securities Act of 1933, as amended
      (the “Securities Act”), or under any state securities laws in reliance upon
      exemptions provided thereunder and that the Shares may not be transferred or
      sold except pursuant to the registration provisions of the Securities Act or
      pursuant to an applicable exemption therefrom and pursuant to state securities
      laws and regulations, as applicable, and (b) the representations and warranties
      contained herein are being relied upon by the Company and Seller as a basis
      for
      the exemption for the transfer of the Shares pursuant to this Agreement under
      the registration requirements of the Securities Act and any applicable state
      securities laws.  Buyer is acquiring the Shares for Buyer's own
      account for the purpose of investment and not with a view to, or for sale in
      connection with, any distribution thereof in violation of the Securities
      Act.  Buyer has had the opportunity to review the books and records of
      the Company and has been furnished or provided access to such relevant
      information that Buyer has requested.  Buyer is knowledgeable,
      sophisticated and experienced in business and financial matters of the type
      contemplated by this Agreement and is able to bear the risks associated with
      an
      investment in the Company.  Buyer has considered the investment in the
      Shares and has had an opportunity to ask questions of and receive answers from
      the sole officer and director of the Company about the Shares and the business
      and financial condition of the Company sufficient to enable it to evaluate
      the
      risks and merits of its investment in the Company.

    


    4.4 Status
      of
      Buyer.  Buyer is an “accredited investor" within the meaning of
      Rule 501 promulgated under the Securities Act.

    


    
      
         

      

      
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    5. BUYER'S
      ACCESS TO
      INFORMATION AND ASSETS.  Buyer and its authorized
      representatives, at Buyer’s own expense, shall have access to the books,
      records, employees, counsel, accountants, and other representatives of the
      Company at all times reasonably requested by Buyer for the purpose of conducting
      an investigation of the Company's financial condition, corporate status,
      operations, business, assets and properties.

     

    6. CLOSING
      CONDITIONS.

    


    6.1 Conditions
      to Obligations of
      Seller.  The obligations of Seller to carry out the
      transactions contemplated by this Agreement are subject, at the option of
      Seller, to the following conditions:

    


    (1) Buyer
      shall have furnished Seller with a certified copy of all necessary corporate
      action on its behalf approving its execution, delivery and performance of this
      Agreement.

    


    (2) All
      representations and warranties of Buyer contained in this Agreement shall be
      true and correct in all material respects at and as of the Closing, as if such
      representations and warranties were made at and as of the Closing, and Buyer
      shall have performed and satisfied in all material respects all covenants and
      agreements required by this Agreement to be performed and satisfied by Buyer
      at
      or prior to the Closing; provided, however, that Seller shall not be entitled
      to
      refuse to consummate the transactions contemplated by this Agreement in reliance
      upon its own breach or failure to perform.

    


    (3) Buyer
      shall have executed and delivered to Seller the documents referred to in Section
      1.5.2.2.

    


    6.2 Conditions
      to Obligations of
      Buyer.  The obligations of Buyer to carry out the transactions
      contemplated by this Agreement are subject, at the option of Buyer, to the
      satisfaction of the following conditions:

    


    (1) The
      Company shall have furnished Buyer with a certified copy of all necessary
      corporate action on its behalf approving its execution, delivery and performance
      of this Agreement.

    


    (2) All
      representations and warranties of Seller and the Company contained in this
      Agreement shall be true and correct in all material respects at and as of the
      Closing, as if such representations and warranties were made at and as of the
      Closing, and Seller and the Company shall have performed and satisfied in all
      material respects all agreements and covenants required by this Agreement to
      be
      performed and satisfied by Seller and the Company at or prior to the Closing;
      provided, however, that Buyer shall not be entitled to refuse to consummate
      the
      transactions contemplated by this Agreement in reliance upon its own breach
      or
      failure to perform.

    


    
      
         

      

      
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    (3) Seller
      and the Company shall have executed and delivered to Buyer the documents
      referred to in Section 1.5.1.

    


    7. MISCELLANEOUS.

    


    7.1 Notices.

    


    (1) All
      notices, requests, demands, or other communications required or permitted
      hereunder shall be in writing and shall be deemed to have been duly given upon
      receipt if delivered in person, one (1) business day after the date of mailing
      by Federal Express or other reputable overnight courier service or upon the
      expiration of three (3) days after the date of posting, if mailed by certified
      mail return receipt requested, postage prepaid, to the parties at the following
      addresses:

    


     

    
      
        	
                 

              	
                (i)
                  If to Seller or Company: 

              	
                 Talles
                  Family Holdings

              


      

    

    854
      NE
      78th
      Street

    Boca
      Raton, Florida 33487

    


    
      	
               

            	
              (ii)  If
                to Buyer:

            	
              U.S.A.
                Capital Management Group, Inc. 

            


    

    18101
      Von
      Karman Avenue, Suite 330

    Irvine,
      California  92612

    


    (2) Any
      party
      may change the address to which notices, requests, demands or other
      communications to such party shall be delivered or mailed by giving notice
      thereof to the other parties hereto in the manner provided herein.

    


    7.2 Counterparts;
      Entire
      Agreement.  This Agreement may be executed in any number of
      counterparts, each of which shall be deemed an original, and all of which shall
      constitute one and the same agreement.  This Agreement supersedes all
      prior discussions and agreements between the parties with respect to the subject
      matter hereof, and this Agreement contains the sole and entire agreement among
      the parties with respect to the matters covered hereby.  This
      Agreement shall not be altered or amended except by an instrument in writing
      signed by or on behalf of all of the parties hereto.

    


    7.3 Governing
      Law.  The validity and effect of this Agreement shall be
      governed by and construed and enforced in accordance with the laws of the State
      of Florida.

    


    7.4 Successors
      and Assigns;
      Assignment.  This Agreement shall be binding upon and shall
      inure to the benefit of the parties hereto and their respective heirs,
      executors, legal representatives, and successors; provided, however, that no
      party hereto may assign this Agreement or any of its rights hereunder, in whole
      or in part, except upon the prior written consent of the other parties
      hereto.

    


    [SIGNATURES
      CONTINUED ON THE FOLLOWING PAGE]

    


    
      
         

      

      
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    IN
      WITNESS WHEREOF, the
      parties have executed this Agreement on the date first above written.

    


    


    SELLER:

    


    TALLES
      FAMILY HOLDINGS

    


    


    By:  /s/
      Ellen J.
      Talles

         Ellen
      J. Talles, General Partner

    


    COMPANY:

    


    SADHANA
      EQUITY INVESTMENT, INC.

    


    


    By:  /s/
      Ellen J.
      Talles

         Ellen
      J. Talles, President

    


    BUYER:

    


    U.S.A.
      CAPITAL MANAGEMENT GROUP, INC.

    


    


    By:
      /s/ Paul
      Garcia

         Paul
      Garcia, Chief Executive Officer

    


    


    
      
         

      

      
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