EXDW / Exceed World, Inc. / E-learning Laboratory Co., Ltd. - SC 13D (Activist Investment)

SecurityEXDW / Exceed World, Inc.
Form TypeSC 13D
File Date2018-10-10

Document List

EXDW / Exceed World, Inc. / E-learning Laboratory Co., Ltd. - SC 13D (Activist Investment)
EXDW / Exceed World, Inc. / E-learning Laboratory Co., Ltd. - FORM OF STOCK PURCHASE AGREEMENT, DATED APRIL 1, 2016
EXDW / Exceed World, Inc. / E-learning Laboratory Co., Ltd. - FORM OF STOCK PURCHASE AGREEMENT, DATED AUGUST 9, 2016
EXDW / Exceed World, Inc. / E-learning Laboratory Co., Ltd. - FORM OF STOCK PURCHASE AGREEMENT, DATED JULY 7, 2017

 

 

UNITED STATES SECURITIES AND EXHANGE COMMISSION

WASHINGTON D.C.

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

Amendment No. 1*

 

EXCEED WORLD, INC.


 

(Name of Issuer)
 

Common Stock


 

(Title of Class of Securities)

 

 30067B 10 2 


 

 (CUSIP Number)

Tomoo Yoshida

1-23-38-6F Esakacho, Suita-Shi

Osaka, Japan

(81) 6-6339-4177


 

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

April 1, 2016


 

(Date of Event which Requires Filing of this Statement)

 

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. .

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 
 

 

 

1

 

 

Names of Reporting Persons.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

e-Learning Laboratory Co., Ltd.,

 

 

2

 

 

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ☒

(b) ☐

 

3

 

 

SEC Use Only

 

4

 

 

Source of Funds WC

 

 

5

 

 

Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) ☐

 

 

6

 

 

Citizenship or Place of Organization

 

e-Learning Laboratory, Co., Ltd., Japan

 

 

 

Number of Shares Beneficially Owned by Each Reporting Person With

 

7

 

 

Sole Voting Power 0 ; SEE ITEM 5 OF ATTACHED SCHEDULE

 

 

8

 

 

Shared Voting Power 0; SEE ITEM 5 OF ATTACHED SCHEDULE

 

 

9

 

 

Sole Dispositive Power 0; SEE ITEM 5 OF ATTACHED SCHEDULE

 

 

10

 

 

Shared Dispositive Power 0; SEE ITEM 5 OF ATTACHED SCHEDULE

 

 

11

 

 

Aggregate Amount Beneficially Owned by Each Reporting Person

0; SEE ITEM 5 OF ATTACHED SCHEDULE

 

 

12

 

 

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 

13

 

 

Percentage of Class Represented by Amount in Row (11) 0%: SEE ITEM 5 OF ATTACHED SCHEDULE

 

 

14

 

 

Type of Reporting Person (See Instructions)

 

e-Learning Laboratory Co., Ltd. is “CO”

 

 

       

 

ITEM 1.SECURITY AND ISSUER

 

This statement relates to the common stock, $.0001 par value (the "Common Stock") of Exceed World, Inc. (the "Issuer").

 

The name and address of the principal executive offices of the Issuer are:

 

Exceed World, Inc.

1-23-38-6F Esakacho, Suita-Shi

Osaka Japan

 

ITEM 2.IDENTITY AND BACKGROUND

 

The reporting person is:

 

I.        (a) e-Learning Laboratory Co., Ltd. (“e-Learning”).

(b) The principal office address of e-Learning is 1-23-38-6F Esakacho, Suita-Shi,

Osaka, Japan.

(c) The principal business of e-Learning is selling and distributing electronic learning programs.

(d) During the last five years, e-Learning has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the last five years, e-Learning has not been a party to a civil proceeding or administrative body of competent jurisdiction required to be reported hereunder.

(f) e-Learning was formed under the laws of Japan.

 

ITEM 3.SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

 

On January 12, 2016, e-Learning used working capital to acquire 20,000,000 shares of common stock to e-Learning from Thomas DeNunzio. Following the closing of the share purchase transaction, e-Learning gained a 100% interest in the issued and outstanding shares of the Issuer’s common stock.

 

ITEM 4.PURPOSE OF TRANSACTION

 

The purpose of the transactions between e-Learning and various parties was to initially acquire a controlling interest in the Issuer, to raise funds to support the operations of e-Learning, and ultimately to be acquired by Issuer. e-Learning no longer owns any shares of the Issuer and:

 

(a)       does not have any plans to acquire additional securities of the Issuer or dispose of securities of the Issuer;

 

(b)       does not have any plans or proposals for any extraordinary corporate transaction such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c)       does not have any plans to sell or transfer a material amount of assets of the Issuer or any of its subsidiaries;

 

(d)       Upon e-Learning’s acquisition of 20,000,000 shares of common stock of the Issuer on January 12, 2016, e-Learning appointed Tomoo Yoshida as director and accepted the resignation of Thomas DeNunzio from the board of directors. Mr. Yoshida remains the sole director of the Issuer as of the date of this Schedule 13D/A. e-Learning is no longer a shareholder of the Issuer and has no power or authority to make any changes to the Issuer’s board of directors.

 

(e)       does not plan to increase authorized capital;

 

(f)       does not have any plans or proposals for any other material change in the Issuer’s business or corporate structure;

 

(g)       does not plan to change the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;

 

(h)       does not plan to cause a class of securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i)       does not have any plans or proposals for a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

 

(j)       does not have any plans or proposals for any action similar to any of those enumerated above.

 

ITEM 5.INTEREST IN SECURITIES OF THE ISSUER

 

Item 5 is amended and restated as follows:

 

e-Learning Laboratory Co., Ltd.

 

On January 12, 2016, e-Learning entered into a Share Purchase Agreement with Thomas DeNunzio, the sole shareholder of the Issuer and acquired 20,000,000 shares of common stock of the Issuer. Following the closing of the share purchase transaction, e-Learning gained a 100% interest in the issued and outstanding shares of the Issuer’s common stock.

 

On April 1, 2016, e-Learning entered into stock purchase agreements with 7 Japanese individuals, including Tomoo Yoshida and Keiichi Koga. Pursuant to these agreements, e-Learning sold 140,000 shares of common stock in total to these individuals and received $270 as aggregate consideration. Each shareholder paid JPY.215 per share. At the time of purchase the price paid per share by each shareholder was the equivalent of about $.002.

 

On August 9, 2016, e-Learning entered into stock purchase agreements with 33 Japanese individuals. Pursuant to these agreements, e-Learning sold 3,300 shares of common stock in total to these individuals and received $330 as aggregate consideration. Each shareholder paid JPY10 per share. At the time of purchase the price paid per share by each shareholder was the equivalent of about $0.1.

 

On October 28, 2016, the Issuer, with the approval of its board of directors and its majority shareholders by written consent in lieu of a meeting, authorized the cancellation of shares owned by e-Learning. e-Learning had provided consent for the cancellation of shares. The total number of shares cancelled was 19,000,000 shares.

 

On October 28, 2016, the Issuer with the approval of its board of directors and its majority shareholders by written consent in lieu of a meeting, authorized a forward stock split of its issued common shares effective subsequent to the cancellation of shares held by particular shareholders. On October 28, 2016, every one (1) share of common stock, par value $.0001 per share, of the Issuer issued and outstanding was automatically reclassified and changed into twenty (20) shares fully paid and non-assessable shares of common stock of the Issuer, par value $.0001 per share (“20-for-1 Forward Stock Split”). No fractional shares were issued. The authorized number of shares, and par value per share, of common stock are not affected by the 20-for-1 Forward Stock Split.

 

During July 2017 and August 2017, e-Learning entered into stock purchase agreements with 24 Japanese individuals, including Tomoo Yoshida and Keiichi Koga. Pursuant to these agreements, e-Learning sold 2,240,000 shares of Issuer common stock, including 1,000,000 shares to each Tomoo Yoshida and Keiichi Koga, in total to these individuals and received $38,263 as aggregate consideration.

 

On September 26, 2018, e-Learning entered into a Share Purchase Agreement with its indirect parent company, Force Internationale Limited, a Cayman Island limited company (“Force Internationale”). Under this Share Purchase Agreement, e-Learning transferred its 14,894,000 shares of common stock of the Issuer (74.5%) to Force Internationale. As consideration for this transfer, Force Internationale paid $26,000.00 to e-Learning. Immediately subsequent, the Issuer entered into a Share Purchase Agreement with Force Internationale, to acquire 100% of Force International Holdings Limited, a Hong Kong limited company (“Force Holdings”) and the 100% direct owner of e-Learning. In consideration of this agreement, the Issuer issued 12,700,000 common shares to Force Internationale. The result of these transaction is that Force Internationale is a 84.4% owner of the Issuer, the Issuer is a 100% owner of Force Holdings, and Force Holdings is a 100% owner of e-Learning. As of the date of this Schedule 13D/A, e-Learning does not own any shares of the Issuer.

 

 

ITEM 6.CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

 

Except as described elsewhere in this report, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, understandings or relationships have been entered into. Include such information for any of the securities that are pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities except that disclosure of standard default and similar provisions in loan agreements need not be included.

 
 

 

ITEM 7.MATERIAL TO BE FILED AS EXHIBITS

 

99.1Share Purchase Agreement, dated January 12, 2016, between e-Learning and Thomas DeNunzio (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer on January 12, 2016).
99.2Form of Stock Purchase Agreement, dated April 1, 2016, between e-Learning and other parties.
99.3Form of Stock Purchase Agreement, dated August 9, 2016, between e-Learning and other parties.
99.4Form of Stock Purchase Agreement, dated July 7, 2017, between e-Learning and other parties.
99.5Share Purchase Agreement, dated September 26, 2018 between e-Learning and Force Internationale Ltd. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Issuer on October 2, 2018)

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

 

Dated: October 9, 2018

 

 

 

e-LEARNING LABORATORY, CO., LTD.

 

By:  /s/   Tomoo Yoshida

Name: Tomoo Yoshida

Title: Director

 

   

 

 

STOCK PURCHASE AGREEMENT

 

THIS AGREEMENT is made and entered on April 1, 2016 by and between e-Learning Laboratory Co., Ltd. whose address is 1-22-38-6F, Esakacho, Suita-shi, Osaka, 564-0063, Japan, ("Seller") and Tomoo Yoshida whose address is 2547-21, Fuke, Misaki-cho, Sennan-gun, Osaka 599-0303, Japan ("Purchaser");

 

WHEREAS, the Seller is the record owner and holder of the issued and outstanding shares of the capital stock of Exceed World, Inc. ("Corporation"), a Delaware corporation, which Corporation has issued capital stock of 20,000,000 shares of 0.0001 USD par value common stock; and

 

WHEREAS, the Purchaser desires to purchase from Seller and the Seller desires to sell to Purchaser 20,000 shares of common stock of the Corporation for an aggregate purchase price of 4,300 JPY, upon the terms and subject to the conditions hereinafter set forth;

 

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Corporation's Stock aforementioned, it is hereby agreed as follows:

 

1.                  PURCHASE AND SALE. Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing the Corporation's Stock, and the Purchaser shall purchase from the Seller the Corporation's Stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Corporation's Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller. The closing of the transactions contemplated by this Agreement ("Closing") shall be held at Osaka, Japan, on April 1, 2016, or such other place, date and time as the parties hereto may otherwise agree.

 

2. AMOUNT AND PAYMENT OF PURCHASE PRICE. The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and made a part hereof.

3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby warrants and represents:

(a) Organization and Standing. Corporation is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate power and authority to carry on its business as it is now being conducted.

(b) Restrictions on Stock.

i. The Seller is not a party to any agreement, written or oral, creating rights in respect to the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock.

ii. Seller is the lawful owner of the Stock, free and clear of all security interests, liens, encumbrances, equities and other charges.

iii. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the stock, nor are there any securities convertible into such stock.

 

4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

 

5. GENERAL PROVISIONS

(a) Entire Agreement. This Agreement (including the exhibits hereto and any written amendments hereof executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

(b) Sections and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(c) Governing Law. This agreement and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of Japan. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Osaka, Japan. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.

IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first above written.

 

Signed, sealed and delivered in the presence of:

 

Seller: e-Learning Laboratory Co., Ltd.

 

By: /s/ Tomoo Yoshida

Tomoo Yoshida, President

 

Purchaser: Tomoo Yoshida

 

By: /s/ Tomoo Yoshida

 
 

 

EXHIBIT "A" AMOUNT AND PAYMENT OF PURCHASE PRICE

 

(a)Consideration. As total consideration for the purchase and sale of 20,000 shares of the Corporation's Stock, pursuant to this Agreement, the Purchaser shall pay to the Seller the sum of 4,300 JPY, such total consideration to be referred to in this Agreement as the "Purchase Price".

 

(b) Payment. The Purchase Price shall be paid as follows:

i. The sum of 4,300 JPY to be delivered to Seller at Closing.

 

STOCK PURCHASE AGREEMENT

 

THIS AGREEMENT is made and entered on August 9, 2016 by and between e-Learning Laboratory Co., Ltd. whose address is 1-22-38-6F, Esakacho, Suita-shi, Osaka, 564-0063, Japan, ("Seller") and ____________ whose address is _______________________, Japan ("Purchaser");

WHEREAS, the Seller is the record owner and holder of the issued and outstanding shares of the capital stock of Exceed World, Inc. ("Corporation"), a Delaware corporation, which Corporation has issued capital stock of 20,000,000 shares of 0.0001 USD par value common stock; and

WHEREAS, the Purchaser desires to purchase from Seller and the Seller desires to sell to Purchaser _________shares of common stock of the Corporation for an aggregate purchase price of _________JPY, upon the terms and subject to the conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Corporation's Stock aforementioned, it is hereby agreed as follows:

1. PURCHASE AND SALE. Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing the Corporation's Stock, and the Purchaser shall purchase from the Seller the Corporation's Stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Corporation's Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed thereto at the expense of the Seller. The closing of the transactions contemplated by this Agreement ("Closing") shall be held at Osaka, Japan, on August 9, 2016, or such other place, date and time as the parties hereto may otherwise agree.

2. AMOUNT AND PAYMENT OF PURCHASE PRICE. The total consideration and method of payment thereof are fully set out in Exhibit "A" attached hereto and made a part hereof. 

3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby warrants and represents:

(a) Organization and Standing. Corporation is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate power and authority to carry on its business as it is now being conducted.

(b) Restrictions on Stock.

i. The Seller is not a party to any agreement, written or oral, creating rights in respect to the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock.

ii. Seller is the lawful owner of the Stock, free and clear of all security interests, liens, encumbrances, equities and other charges.

iii. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the stock, nor are there any securities convertible into such stock.

4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER. Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

5. GENERAL PROVISIONS

(a) Entire Agreement. This Agreement (including the exhibits hereto and any written amendments hereof executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

(b) Sections and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(c) Governing Law. This agreement and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of Japan. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Osaka, Japan. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.

 
 

 

IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first above written.

 

Signed, sealed and delivered in the presence of:

Seller: e-Learning Laboratory Co., Ltd.

By:

 

Tomoo Yoshida, President

Purchaser: ______________________

By:

 
 

 

EXHIBIT "A" AMOUNT AND PAYMENT OF PURCHASE PRICE

(a) Consideration. As total consideration for the purchase and sale of _________ shares of the Corporation's Stock, pursuant to this Agreement, the Purchaser shall pay to the Seller the sum of _______ JPY, such total consideration to be referred to in this Agreement as the "Purchase Price".

(b) Payment. The Purchase Price shall be paid as follows:

i. The sum of _______JPY to be delivered to Seller upon the execution of this Agreement.

ii. The sum of _______JPY to be delivered to Seller at Closing.

 

STOCK PURCHASE AGREEMENT

 

THIS AGREEMENT is made and entered on July 7, 2017 by and between e -Learning Laboratory Co., Ltd. whose address is 1 -22 -38 -6F, Esakacho, Suita-shi, Osaka, 564 -0063, Japan, ("Seller") and Tomoo Yoshida whose address is 2547 -21, Fuke, Misakicho, Sennan -gun, Osaka 599 -0303, Japan ("Purchaser");

WHEREAS, the Seller is the record owner and holder of the issued and outstanding shares of the capital stock of Exceed World, Inc. ("Corporation"), a Delaware corporation; and

WHEREAS, the Purchaser desires to purchase from Seller and the Seller desires to sell to Purchaser 1,000,000 shares of common stock of the Corporation for an aggregate purchase price of 1,000,000 JPY, upon the terms and subject to the conditions hereinafter set forth; these shares are being sold pursuant to the Company’s effective S-1 Registration Statement deemed effective on July 20, 2016 at 4pm EST. These shares that are being sold herein are also freely transferable.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, and in order to consummate the purchase and the sale of the Corporation's Stock aforementioned, it is hereby agreed as follows:

1. PURCHASE AND SALE. Subject to the terms and conditions hereinafter set forth, at the closing of the transaction contemplated hereby, the Seller shall sell, convey, transfer, and deliver to the Purchaser certificates representing the Corporation's Stock, and the Purchaser shall purchase from the Seller the Corporation's Stock in consideration of the purchase price set forth in this Agreement. The certificates representing the Corporation's Stock shall be duly endorsed for transfer or accompanied by appropriate stock transfer powers duly executed in blank, in either case with signatures guaranteed in the customary fashion, and shall have all the necessary documentary transfer tax stamps affixed there to at the expense of the Seller. The closing of the transactions contemplated by this Agreement ("Closing") shall be held at Osaka, Japan, on July 7, 2017, or such other place, date and time as the parties hereto may otherwise agree.

 

2. AMOUNT AND PAYMENT OF PURCHASE PRICE. The total consideration and method of payment thereof are fully set out in Exhibit "A" attached here to and made a part hereof.

 

3. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby warrants and represents:

(a) Organization and Standing. Corporation is a corporation duly organized, validly existing and in good standing under the laws of Delaware and has the corporate power and authority to carry on its business as it is now being conducted.

(b) Restrictions on Stock.

i. The Seller is not a party to any agreement, written or oral, creating rights in respect to the Corporation's Stock in any third person or relating to the voting of the Corporation's Stock.

ii. Seller is the lawful owner of the Stock, free and clear of all security interests, liens, encumbrances, equities and other charges.

iii. There are no existing warrants, options, stock purchase agreements, redemption agreements, restrictions of any nature, calls or rights to subscribe of any character relating to the stock, nor are there any securities convertible into such stock.

 

4. REPRESENTATIONS AND WARRANTIES OF SELLER AND PURCHASER.

Seller and Purchaser hereby represent and warrant that there has been no act or omission by Seller, Purchaser or the Corporation which would give rise to any valid claim against any of the parties hereto for a brokerage commission, finder's fee, or other like payment in connection with the transactions contemplated hereby.

 

5. GENERAL PROVISIONS

(a) Entire Agreement. This Agreement (including the exhibits here to and any written amendments hereof executed by the parties) constitutes the entire Agreement and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof.

(b) Sections and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

(c) Governing Law. This agreement and all transactions contemplated hereby, shall be governed by, construed and enforced in accordance with the laws of Japan. The parties herein waive trial by jury and agree to submit to the personal jurisdiction and venue of a court of subject matter jurisdiction located in Osaka, Japan. In the event that litigation results from or arises out of this Agreement or the performance thereof, the parties agree to reimburse the prevailing party's reasonable attorney's fees, court costs, and all other expenses, whether or not taxable by the court as costs, in addition to any other relief to which the prevailing party may be entitled.

 

IN WITNESS WHEREOF, this Agreement has been executed by each of the individual parties hereto on the date first above written.

 

Signed, sealed and delivered in the presence of:

 

Seller: e -Learning Laboratory Co., Ltd.

 

By:_____/s/ Tomoo Yoshida__________

Tomoo Yoshida, President

 

 

Purchaser: Tomoo Yoshida

By:

 

________/s/ Tomoo Yoshida__________

 

 

 
 

 

EXHIBIT "A" AMOUNT AND PAYMENT OF PURCHASE PRICE

 

(a) Consideration. As total consideration for the purchase and sale of 1,000,000 shares of the Corporation's Stock, pursuant to this Agreement, the Purchaser shall pay to the Seller the sum of 1,000,000 JPY, such total consideration to be referred to in this Agreement as the "Purchase Price".

 

(b) Payment. The Purchase Price shall be paid as follows:

i. The sum of 1,000,000 JPY to be delivered to Seller at Closing.