PI Services, Inc. - Exhibit 10-a






STOCK PURCHASE AGREEMENT 



             THIS
STOCK PURCHASE AGREEMENT (this Agreement"), dated as of March 4, 2010, is
made by and between Kun Liu (hereinafter referred to as the "Purchaser") and Michael
Friess and Sanford Schwartz (hereinafter collectively referred to as the "Sellers").




             WHEREAS,
the Sellers own an aggregate of 1,773,984 shares of common stock, par value $0.001
per share, of PI Services, Inc., a corporation organized under the laws of the
State of Nevada ("PI Services"); and 



             WHEREAS,
the Purchaser wishes to acquire 443,516 of said shares (the "Purchased Shares")
and the Sellers wish to sell the Purchased Shares on the terms and conditions
set forth herein. 



             WHEREAS,
the Purchaser owns 100% of Beijing Guoqiang Global Science & Technology Development
Co., Ltd ("Beijing Guoqiang"), a company organized under the laws of the People's
Republic of China ("PRC"). 



             WHEREAS,
as contemporaneously with and as a condition to the closing of the purchase and
sale of the Purchased Shares, the Sellers and Purchaser shall cause the Share
Exchange of PI Services with Sky Achieve Holdings , Inc. ("Sky Achieve"), a British
Virgin Islands limited liability corporation. 



             NOW,
THEREFORE, it is agreed: 



1.          Definitions. As
used herein, the following terms shall have the meanings set forth below: 




	 	             a.
      "Lien" means, with respect to any property or asset, any mortgage, lien,
      pledge, charge, security interest, claim, encumbrance, royalty interest,
      any other adverse claim of any kind in respect of such property or asset,
      or any other restrictions or limitations of any nature whatsoever. 

      

                   b.
      "SEC" means the Securities and Exchange Commission of the United States.
      

      

                   c.
      "Tax" (and, with correlative meaning, "Taxes" and "Taxable") means: 





	 	(i) 	any income, alternative or add-on minimum tax,
      gross receipts tax, sales tax, use tax, ad valorem tax, transfer tax, franchise
      tax, profits tax, license tax, withholding tax, payroll tax, employment
      tax, excise tax, severance tax, stamp tax, occupation tax, property tax,
      environmental or windfall profit tax, custom, duty or other tax, impost,
      levy, governmental fee or other like assessment or charge of any kind whatsoever
      together with any interest or any penalty, addition to tax or additional
      amount imposed with respect thereto by any governmental or Tax authority
      responsible for the imposition of any such 













	 	 	tax (domestic or foreign), and 
	 	 	 
	 	(ii) 	any liability for the payment of any amounts
      of the type described in clause (i) above as a result of being a member
      of an affiliated, consolidated, combined or unitary group for any Taxable
      period, and 
	 	 	 
	 	(iii) 	any liability for the payment of any amounts
      of the type described in clauses (i) or (ii) above as a result of any express
      or implied obligation to indemnify any other person. 




	 	             d.
      "Tax Return" means any state or Federal return, declaration, form, claim
      for refund or information return or statement relating to Taxes, including
      any schedule or attachment thereto, and including any amendment thereof.
      




2.          Purchase
of Purchased Shares. Subject to the terms and conditions set forth in this
Agreement, on the Closing Date (defined herein), the Sellers shall sell, transfer
and assign the Purchased Shares to the Purchaser free and clear of any Liens and
any other restrictions. 



3.          Purchase Price. The
purchase price ("Purchase Price") for the Purchased Shares is Two Hundred Seventy
Five Thousand Dollars ($275,000). 



4.          Escrow; Closing and Termination.




              a.
Closing. The Closing of the transactions contemplated by this Agreement
("Closing") shall take place at the offices of McLaughlin & Stern, LLP, counsel
for the Purchaser, (the "Escrow Agent") at 260 Madison Avenue, New York, NY 10016
promptly after satisfaction of all of the conditions to closing set forth herein,
provided, however, the Closing shall occur by the Termination Date. The date on
which the Closing occurs is hereby termed the "Closing Date." 



             b.
Escrow. On or prior to the Closing Date, the Sellers shall deliver to the
Escrow Agent certificates for the Purchased Shares, accompanied by stock powers
duly endorsed for transfer with medallion-guaranteed signatures and any other
documents required by the transfer agent for PI Services to effectuate the transfer
of the Shares (collectively, the "Escrowed Documents"). The Purchaser shall deliver
to the Escrow Agent the Purchase Price by wire transfer. Promptly after the execution
of this Agreement and prior to the Closing Date, the parties shall deliver to
the Escrow Agent any other documents required to be delivered at the Closing (the
"Closing Documents") pursuant to the terms of this Agreement. On the Closing Date,
the Escrow Agent shall deliver the Escrowed Documents to the Purchaser, distribute
the Purchase Price as specified in Section 5 below, and deliver the Closing Documents
to the parties as appropriate. 



5.         a. Distribution of Purchase
Price. On the Closing Date, the Escrow Agent shall pay from the purchase price
the liabilities identified on Schedule 5, and after deducting the payments for
such liabilities, pay to the Sellers on a pro-rata basis based on their proportionate
ownership of the






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Purchased Shares by wire transfer (after deducting any transfer
fees) the net amount of the Purchase Price. 



             b.
Termination. In the event that the Closing has not occurred on or prior
to April 15, 2010 (the "Termination Date"), this agreement will terminate unless
extended in writing by both parties. In such event, the Escrow Agent will promptly
return any of the Escrowed Documents, Purchase Price and Closing Documents that
it shall have in its possession as of the Termination Date to the source from
which he received them at which time this Agreement shall be of no further force
or effect. Notwithstanding the foregoing, termination of this Agreement will not
relieve any party from liability for any material breach of the Agreement. 



6.         Warranties and Representations
of the Sellers. In order to induce the Purchaser to enter into this Agreement
and to complete the transaction contemplated hereby, the Sellers, jointly and
severally, warrant and represent to the Purchaser that: 




	 	a. 	Purchased Shares. The Purchased Shares
      have been duly authorized and validly issued, are fully paid and non-assessable,
      and were not issued in violation of any (i) preemptive or other rights of
      any person to acquire the Purchased Shares, or (ii) applicable federal or
      state securities laws, and the rules and regulations promulgated thereunder.
	 	 	 
	 	b. 	 Ownership of Purchased Shares. The
      Sellers are the sole owners of the Purchased Shares, free and clear of all
      Liens, encumbrances, and restrictions whatsoever. By the transfer of the
      Purchased Shares to the Purchaser pursuant to this Agreement, the Purchaser
      will acquire good and marketable title to the Purchased Shares conveyed,
      free and clear of all Liens, encumbrances and restrictions of any nature
      whatsoever, except by reason of the fact that transfer of the Purchased
      Shares will not have been registered under the Securities Act of 1933, or
      any applicable state securities laws. 
	 	 	 
	 	c. 	 Validity of the Agreement. This Agreement
      has been duly executed by the Sellers and constitutes their valid and binding
      obligation, except to the extent limited by applicable bankruptcy, reorganization,
      insolvency, moratorium or other laws relating to or effecting generally
      the enforcement of creditors' rights. The execution and delivery of this
      Agreement and the carrying out of its purposes will not result in the breach
      of any of the terms or conditions of, or constitute a default under or violate,
      any agreement, lease, mortgage, bond, indenture, license or other material
      document or undertaking, oral or written, to which the Sellers is party
      or is bound or may be affected, nor will such execution, delivery and carrying
      out violate any order, writ, injunction, decree, law, rule or regulation
      of any court, regulatory agency or other governmental body.
	 	 	 
	 	d. 	 Organization and Standing. PI Services
      is a corporation duly organized, validly existing and in good standing under
      the laws of the State of Nevada and has full power and authority to carry
      on its business as now conducted. PI Services is qualified to do business
      as a foreign corporation in every other state in which it operates to the
      extent 







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	 	 	required by the laws of such states. The copies
      of the Certificate of Incorporation and Bylaws of PI Services previously
      delivered to the Purchaser are true and complete as of the date hereof.
      
	 	 	 
	 	e. 	Capitalization. PI Services' entire
      authorized capital stock consists of 20,000,000 shares of preferred stock,
      par value $0.001 per share, none of which are outstanding and 780,000,000
      shares of common stock, par value $0.001 per share. At the Closing, there
      will be 2,217,480 shares of PI Services common stock issued and outstanding,
      including the Purchased Shares to be conveyed by the Sellers hereunder.
      At the Closing, there will be no other voting or equity securities outstanding,
      and no outstanding subscriptions, warrants, calls, options, rights, commitments
      or agreements by which PI Services or the Sellers are bound relating to
      the Purchased Shares, or calling for the issuance of any additional shares
      of common stock or preferred stock or any other voting or equity security.
      
	 	 	 
	 	f. 	Corporate Records. All of PI Services'
      books and records, including, without limitation, its books of account,
      corporate records, minute book, stock certificate books and other records
      are up?to?date, true and complete and reflect accurately and fairly the
      conduct of its business in all material respects since its date of incorporation.
      All significant corporate actions previously taken by PI Service have been
      duly authorized or ratified as required by law. 
	 	 	 
	 	g. 	Liabilities. Schedule 5 hereto contains
      a complete list of the any outstanding and/or contingent liabilities of
      PI Services as of the date of this Agreement and which such schedule shall
      be updated, as applicable, as of the Closing. PI Services has no other obligations,
      choate or inchoate. 
	 	 	 
	 	h. 	Agreements. At the Closing, PI Services
      will not be bound by any contract, agreement, lease, commitment, guarantee
      or arrangement of any kind. 
	 	 	 
	 	i. 	Taxes. PI Services has filed or shall
      file as of the Closing Date all of its tax returns required to be filed
      since inception. All such returns and reports are accurate and correct in
      all material respects. PI Services has duly filed all tax returns or reports
      of every nature required to be filed by PI Services and has paid all taxes
      as shown on such returns and all assessments, fees and charges received
      by it to the extent that such taxes, assessments, fees and charges have
      become due. PI Services has paid all income, excises, unemployment, social
      security, occupational, franchise and other taxes, duties, assessments or
      charges levied, assessed or imposed upon PI Services by the United States
      or by any state municipal government or subdivision or instrumentality thereof.
      To the extent that tax liabilities have accrued, but have not become payable,
      they have been adequately reflected as liabilities on the books of PI Services,
      and provided for adequately. No deficiency assessment or proposed adjustment
      of any such tax return is pending, proposed or contemplated. To the knowledge
      of PI Services, none of such income tax returns has been examined or is
      







 4







	 	 	currently being examined by the Internal Revenue
      Service and no deficiency assessment or proposed adjustment of any such
      return is pending, proposed or contemplated. To its knowledge, there are
      no outstanding agreements or waivers extending the statutory period of limitation
      applicable to any tax return of PI Services.
	 	 	 
	 	j. 	 Pending Actions. There are no legal
      actions, claims, lawsuits, proceedings or investigations, either administrative
      or judicial, pending or threatened, against or affecting PI Services or
      against PI Services' current or former Officers or Directors that arose
      out of their operation of PI Services. PI Services is not subject to any
      order, writ, judgment, injunction, decree, determination or award of any
      court, arbitrator or administrative, governmental or regulatory authority
      or body. 
	 	 	 
	 	k. 	Trading Status. PI Services' common
      stock is listed for quotation on the OTC Bulletin Board, with the symbol
      "PISV.OB" To the knowledge of the Sellers, PI Services has not been threatened
      and is not subject to removal of its common stock from the OTC Bulletin
      Board. PI Services has not received any correspondence or oral notice from
      FINRA within the past twelve months, except with respect to the listing
      of the common stock of PI Services International, Inc. on the OTC Bulletin
      Board. 
	 	 	 
	 	l. 	SEC Status. The common stock of PI Services
      is registered pursuant to Section 12(g) of the Securities and Exchange Act
      of 1934 and a minimum of 70,377 shares of Common Stock are duly registered
      pursuant to the Securities Act. PI Services has timely filed all reports
      required by the applicable regulations of the SEC since May 27, 2008. All
      of the filings by PI Services pursuant to the Securities Exchange Act and
      Rules promulgated thereunder were true, correct and complete in all material
      respects when filed, were not misleading and did not omit to state any material
      fact which was necessary to make the statements contained in such public
      filings not misleading in any material respect. PI Services has not received
      any correspondence or oral notice from the SEC within the past twelve months.
      
	 	 	 
	 	m. 	Compliance with Laws. PI Services' operations
      have been conducted in all material respects in accordance with all applicable
      statutes, laws, rules and regulations, the failure to comply with which
      could reasonably be expected to have a material adverse effect on the PI
      Services. PI Services has not received any correspondence or oral notice
      that it is in violation of any such statutes, laws, rules and regulations.
      




7.          Warranties
and Representations of the Purchaser. In order to induce the Sellers to enter
into this Agreement and to complete the transaction contemplated hereby, the Purchaser
represents and warrants to Sellers PI Services that: 



	 	a. 	Purchased Shares not Registered. The
      Purchaser is aware that the Purchased Shares have not been registered under
      the Securities Act of 1933 or any state 


 




 5








	 	 	securities laws. The Purchaser will not sell
      or otherwise distribute all or any part of the Purchased Shares unless (1)
      there is an effective registration statement under the Act and applicable
      state securities laws covering any such transaction involving the Purchased
      Shares, or (2) PI Services receives an opinion of legal counsel stating
      that such transaction is exempt from registration. The Purchaser acknowledges
      that the certificates for the Purchased Shares purchased hereunder will
      bear a legend describing such restriction on transferability of the Purchased
      Shares. 
	 	 	 
	 	b. 	Validity of Agreement. This Agreement
      has been duly executed by the Purchaser and constitutes his valid and binding
      obligation, except to the extent limited by applicable bankruptcy, reorganization,
      insolvency, moratorium or other laws relating to or effecting generally
      the enforcement of creditors' rights. The execution and delivery of this
      Agreement and the carrying out of its purposes will not result in the breach
      of any of the terms or conditions of, or constitute a default under or violate,
      any agreement, lease, mortgage, bond, indenture, license or other material
      document or undertaking, oral or written, to which the Purchaser is a party
      or is bound or may be affected, nor will such execution, delivery and carrying
      out violate any order, writ, injunction, decree, law, rule or regulation
      of any court, regulatory agency or other governmental body. 




8.          Survival
of Warranties. All warranties made by either party hereunder shall survive
the Closing, and remain enforceable for two years after the Effective Time, except
with respect to representations regarding taxes until the expiration of the applicable
statute of limitations. 



9.          Conditions Precedent to
Closing. 



         a.         
   Conditions Precedent to Obligations of Purchaser.
The obligations of the Purchaser under this Agreement shall be and are subject
to fulfillment, prior to or at the Closing, of each of the following conditions:





	 	(i) 	Representations and Warranties. Sellers'
      representations and warranties contained herein shall be true and correct
      on the Closing Date, as if such representations and warranties had been
      made on and as of the Closing Date, and the Sellers shall have delivered
      to the Purchaser a certification of its Chief Executive Officer as to the
      accuracy of the representations on such Closing Date. 
	 	 	 
	 	(ii) 	Performance. Sellers shall have performed
      or complied with all agreements, terms and conditions required by this Agreement
      to be performed or complied with by it prior to or at the time of the Closing,
      including delivery to the Escrow Agent of the Escrowed Documents and the
      Closing Documents. 
	 	 	 
	 	(iii) 	Trading Status. PI Services' common
      stock is listed for trading on the OTC Bulletin Board, and bid and asked
      quotations shall be posted as of the Closing Date. 







 6








	 	(iv) 	Election of Management. The members
      of the PI Services Board of Directors (the "Board") shall have elected Purchaser
      as the Chairman and additional two directors as designated by the Purchaser
      to the Board of PI Services, effective as of the Closing. Michael Friess,
      Sanford Schwartz, and Chloe Divita shall have submitted their resignations
      from the Board, effective ten days after an information statement in compliance
      with SEC Rule 14f-1 is mailed to the shareholders of PI Services. 
	 	 	
	 	(v) 	Tax Filing. The Sellers shall have PI
      Services prepare and file all Federal and State tax returns required to
      be filed for all periods which no tax returns have been filed. 
	 	 	
	 	(vi) 	Documents Satisfactory. All documents
      and instruments to be delivered pursuant to this Agreement shall be reasonably
      satisfactory in substance and form to the Purchaser and its counsel, and
      the Purchaser and its counsel shall have received all such counterpart originals
      (or certified or other copies) of such documents as they may reasonably
      request. 
	 	 	
	 	(vii) 	Share Exchange. The Share Exchange Agreement
      between PI Services and Sky Achieve shall be executed and the transactions
      contemplated therein shall close effective as of the Closing Date (the "Share
      Exchange"). 




         b.         
    Conditions Precedent to Obligations of Sellers.
The obligations of the Sellers under this Agreement shall be and are subject to
fulfillment, prior to or at the Closing, of each of the following conditions:





	 	(i) 	Representations and Warranties. Purchasers'
      representations and warranties contained herein shall be true and correct
      on the Closing Date, as if such representations and warranties had been
      made on and as of the Closing Date. 
	 	 	 
	 	(ii) 	Performance. The Purchaser shall have
      performed or complied with all agreements, terms and conditions required
      by this Agreement to be performed or complied with by it prior to or at
      the time of the Closing, including delivery to the Escrow Agent of the Purchase
      Price and the Closing Documents. 
	 	 	 
	 	(iii) 	Documents Satisfactory. All documents
      and instruments to be delivered pursuant to this Agreement shall be reasonably
      satisfactory in substance and form to Sellers and their counsel, and Sellers
      and their counsel shall have received all such counterpart originals (or
      certified or other copies) of such documents as they may reasonably request.
      




10.         Closing
Documents. Prior to the Closing, the Purchaser shall have delivered to the
Escrow Agent the Purchase Price, Closing Documents, and the Escrow Documents;
and the Sellers shall have delivered to the Escrow Agent the Escrow Documents,
the Closing Documents in addition to the following:  




 7








	 	a. The certification specified in Section 9(a)(i)
      hereof ; and 

      b. The unanimous consent of the Board of Directors specified in Section
      9a(iv) hereof; and 

      c. The resignations of members of the Board of Directors specified in Section
      9a(iv) hereof; and 

      d. Evidence of Tax Filing specified in Section 9a(v) 

      e. Evidence of satisfaction or release of the liabilities of PI Services
      as of the Closing Date and as disclosed on Schedule 5




11.        Post Closing Covenants.





	 	a. Press Release and Current Report on Form
      8-K. Promptly after the Closing, the Purchaser shall cause PI Services
      to issue a press release announcing the change in control of PI Services
      which shall be filed as an exhibit to a Current Report on Form 8-K to be
      filed by PI Services. 

      

      b. Delivery of Books and Records. Promptly after the Closing, Sellers
      shall cause the books and records of PI Services to be delivered to Purchaser.
       




 12.        Applicable
Law and Jurisdiction. This Agreement shall be governed by the laws of the
State of New York, without giving effect to the principles of conflicts of laws
thereof, as applied to agreements entered into and to be performed in such state.
Any litigation based hereon, or arising out of, under, or in connection with,
this Agreement shall be brought and maintained exclusively in the state or federal
court located in the State of New York without reference to its conflicts of laws
rules or principles. The parties hereby expressly and irrevocably submit to the
exclusive jurisdiction of such courts for the purpose of any such litigation as
set forth above and irrevocably agrees to be bound by any final judgment rendered
thereby in connection with such litigation. The parties each hereby expressly
and irrevocably waives, to the fullest extent permitted by law, any objection
which it may have or hereafter may have to the laying of venue of any such litigation
brought in any such court referred to above and any claim that any such litigation
has been brought in any inconvenient forum. 



13.        Notices. All notices and
other communications under this Agreement shall be in writing and shall be deemed
to have been given or made as follows: 




	 	        a.
      If sent by an overnight air courier with a national reputation, 2 business
      days after being sent; 

      

             b. If sent by facsimile transmission,
      with a copy mailed on the same day in the manner provided in clause (a)
      above, when transmitted and receipt is confirmed by the fax machine; or
      

      

              c. If otherwise actually personally
      delivered, when delivered. 







 8







             All
notices and other communications under this Agreement shall be sent or delivered
as follows: 



              If
to Purchaser, to: 




	 	Kun Liu 

      15 West 39th Street Suite 14B 

      New York, NY 10018 

      Facsimile: (212) 391-2677 


 

             with
a copy to (which shall not constitute notice): 




	 	Steven Schuster, Esq. 

      McLaughlin & Stern LLP 

      260 Madison Avenue 

      New York, NY 10016 

      Facsimile: (212) 448-0066 


 

             
If to Sellers to: 




	 	Michael Friess and Sanford Schwartz 

      5353 Manhattan Circle Suite 101 

      Boulder, Colorado, 80303 

      Facsimile: (303) 499-6666 


 

             
with a copy to (which shall not constitute notice): 



Each Party may change its address by written notice delivered to the other in
accordance with this Section. 



14.        Covenant of Cooperation.
Each party shall do and perform, or cause to be done and performed, all such further
acts and things, and shall execute and deliver all such other agreements, certificates,
instruments and documents, as the other party may reasonably request in order
to carry out the intent and accomplish the purposes of this Agreement and the
consummation of the transactions contemplated hereby. 



15.        Entire Agreement. This Agreement
constitutes the entire Agreement between the parties hereto and supersedes any
prior understandings, agreements or representations, written or oral, that relate
in any way to the subject matter hereof. 



16.        Amendment. Neither this Agreement
nor any provision hereof may be amended or modified except by written agreement
signed by all of the parties to this Agreement. 






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17.        Counterparts. This Agreement
may be executed in multiple facsimile or PDF counterparts. Each of the counterparts
shall be deemed an original, and together they shall constitute one and the same
binding Agreement, with one counterpart being delivered to each party hereto.









 ***SIGNATURE PAGE FOLLOWS*** 

  

  

  

  

  

  

  

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IN WITNESS WHEREOF, the parties hereto have set their hands as of the date and
year written on the first page. 







SELLERS: 



By:__/s/ Michael Friess___________________

Print: Michael Friess 







By:___/s/ Sanford Schwartz_______________

Print: Sanford Schwartz 







BUYER: 



By: ___/s/ Kun Liu______________________

Print: Kun Liu 




 11







PI SERVICES, INC. 

  

  STOCK PURCHASE AGREEMENT BETWEEN KUN LIU AND MICHAEL FRIESS AND 

  SANFORD SCHWARTZ 

  

  Schedule 5 - Liabilities 








	 	
      Dec 31, 2009

    	 	 	
      Feb 24, 2010

    	 
	Accounts Payable: 		 	 		 
	 	 	 	 	 	 
	Corporate Stock Transfer 	
      3,139.66

    	 	 	
       2,789.66

    	 
	 	
      

    	 	 	
      

    	 
	Other Current Liabilities: 	
      

    	 	 	
      

    	 
	Advance Form Affiliate: 	
      

    	 	 	
      

    	 
	Creative Business Strategies 	
      33,071.57

    	 	 	
       33,540.57

    	 
	 	
      

    	 	 	
      

    	 
	TOTAL Liabilities 	
      36,211.23

    	(1)	 	
       36,330.23

    	(2)
	 	 	 	 	 	 


 


	 	(1) 	As reported on audited financial statements
      for 12/31/09. 
	 	(2) 	Exclusive of $7,500 payable on the closing
      date to Schumacher & Associates, Inc., CPA's which amount shall be payable
      50% by each of PI Services and Beijing Guoquiang. 





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