Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 8, 2014

______________

APT MOTOVOX GROUP, INC.

(Exact name of registrant as specified in its charter)

______________

Delaware	333-165406	27-1668227
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer Identification No.)

8844 Hillcrest Road, Kansas City, Missouri 64138

(Address of Principal Executive Office) (Zip Code)

816-767-8783

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into Material Definitive Agreements.

On September 8, 2014, APT MotoVox Group, Inc., (the “Company”) entered into an asset purchase agreement (“Asset Purchase Agreement”) with International Motorsport Marketing Services, LLC, Charles Carothers, Cameron Woods, and Missing Link, LLC (collectively referred to as “MotoPed Sellers”) to purchase products, prototypes, designs, patents, trademarks, and other valuable assets (the “MotoPed Assets”) in exchange for $200,000 cash, $50,000 of which is due upon signing and the balance of $150,000 payable on or before October 31, 2014. The remainder of the purchase price of the MotoPed Assets is determined by the sales volume of MotoPed units throughout 2014. The Company will pay 25% of the first $1,000,000 of 2014 MotoPed gross revenue to the MotoPed Sellers and 20% of the second $1,000,000 in gross revenue for the same period.

The MotoPed Sellers will be further entitled to one share of Preferred Non-Voting Series F stock (as described in Item 5.03 on this Form 8-K) each for every $200 of revenue derived from MotoPed sales in 2014 and 2015.

Charles Carothers, International Morotsport Marketing Services, LLC and Cameron Woods will enter into separate agreements with the Company to provide sales and marketing and product development services specific to the MotoPed product line.

The foregoing description of the Asset Purchase Agreement is not intended to be complete and is qualified in its entirety by the complete text of the Asset Purchase Agreement incorporated by reference and attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

On September 11, 2014, the Company entered into an inventory purchase agreement (“Inventory Purchase Agreement”) with Ocean Group, Ocean Stainless, Avesta International Corporation, Martyn Castlelein and Jojo Castelein (collectively referred to as “Parts Sellers”) to purchase parts, components and products for motorized bicycles designed and created by MotoPeds (“MotoPed Parts”). The total purchase price of the MotoPed Parts is $528,474.04 (the “Parts Purchase Price”). The Company will pay the Parts Purchase Price in two equal installments of $264,237.02.

The foregoing description of the Inventory Purchase Agreement is not intended to be complete and is qualified in its entirety by the complete text of the inventory Purchase Agreement incorporated by reference and attached hereto as Exhibit 99.2 to this Current Report on Form 8-K.

Item 3.03 Material Modification to Rights of Security Holders

See Item 5.03 below.

Item 5.03 Amendments to Articles of Incorporation or Bylaws

The Certificate of Incorporation of the Corporation authorizes the issuance of up to 500,000,000 shares of preferred stock and further authorizes the Board of Directors of the Corporation (the “Board”) to fix and determine the designation, preferences, conversion rights, or other rights, including voting rights, qualifications, limitations, or restrictions of the preferred stock.

On September 9, 2014, the Corporation filed a Certificate of Designation with the Delaware Secretary of State to designate the rights and preferences of 20,000 shares of Series F Convertible Preferred Stock.

The Series F Convertible Preferred Stock is convertible into common stock on a 500 to one basis for no additional consideration beginning 540 days after its issuance date. The Series F Convertible Preferred Stock does not have voting or anti-dilution rights. Upon the occurrence of a Liquidation Event (as defined in the Certificate of Designation), the holders of Series F Convertible Preferred Stock are entitled to receive $0.005 for each share of Series F Convertible Preferred Stock held. This restricted class of stock has been reserved for issuance only to the founders of MotoPed.

The foregoing description of the Certificate of Designation is not intended to be complete and is qualified in its entirety by the complete text of the Certificate of Incorporation incorporated by reference and attached hereto as Exhibit 4.1 to this Current Report on Form 8-K.

Item 8.01 Other Events.

On September 12, 2014, APT MotoVox Group, Inc., announced that it entered into Asset Purchase agreements to acquire MotoPeds. A copy of the Press Release announcing this development is attached hereto as Exhibit 99.3 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

Exhibit 4.1		Certificate of Designation of Series F Convertible Preferred Stock filed with the Delaware Secretary of State on September 9, 2014.

Exhibit 99.1		Asset Purchase Agreement, dated September 8, 2014.

Exhibit 99.2		Inventory Purchase Agreement, dated September 11, 2014.

Exhibit 99.3		Press Release, dated September 12, 2014.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	APT MOTOVOX GROUP, INC.

Date: September 12, 2014	By:	/ s/ TROY A. COVEY
		Troy A. Covey President, Director and Principal Executive Officer

CERTIFICATE OF DESIGNATION

OF SERIES F CONVERTIBLE

PREFERRED STOCK, $0.00001 PAR VALUE PER SHARE

Frozen Food Gift Group, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies that the following resolution was adopted by the Board of Directors of the Corporation (the “Board”) on September 8, 2014 in accordance with the provisions of its Certificate of Incorporation (as amended and restated through the date hereof, the “Certificate of Incorporation”) and Bylaws. The authorized series of the Corporation’s previously authorized preferred stock shall have the following preferences, privileges, powers and restrictions thereof, as follows:

RESOLVED, that pursuant to the authority granted to and vested in the Board in accordance with the provisions of the Certificate of Incorporation and Bylaws of the Corporation, each as amended or amended and restated through the date hereof, the Board hereby authorizes a series of the Corporation’s previously authorized preferred stock (the “Preferred Stock”), and hereby states the designation and number of shares, and fixes the relative rights, preferences, privileges, powers and restrictions thereof as follows:

I. NAME OF THE CORPORATION

APT MotoVox Group, Inc.

II. DESIGNATION AND AMOUNT

A. Designation. The designation of said series of preferred stock shall be Series F Convertible Preferred Stock, $0.00001 par value per share (the “ Series F Preferred Stock ”).

B. Number of Shares. The number of shares of Series F Preferred Stock authorized shall be twenty thousand (20,000) shares.

III. LIQUIDATION RIGHTS.

Upon the occurrence of a Liquidation Event (as defined below), the holders of Series F Preferred Stock are entitled to receive $0.005 for each share of Series F Preferred Stock held. As used herein, “ Liquidation Event ” means (i) the liquidation, dissolution or winding-up, whether voluntary or involuntary, of the Corporation, (ii) the purchase or redemption by the Corporation of shares of any class of stock or the merger or consolidation of the Corporation with or into any other corporation or corporations, unless (a) the holders of the Series F Preferred Stock receive securities of the surviving corporation having substantially similar rights as the Series F Preferred Stock and the stockholders of the Corporation immediately prior to such transaction are holders of at least a majority of the voting securities of the successor corporation immediately thereafter (the “Permitted Merger”), unless the holders of the shares of Series F Preferred Stock elect otherwise or (b) the sale, license or lease of all or substantially all, or any material part of, the Corporation’s assets, unless the holders of Series F Preferred Stock elect otherwise.

IV. CONVERSION.

(a) Each outstanding share of Series F Preferred Stock shall be convertible into five hundred (500) shares of Common Stock for no additional consideration (“Conversion Price”) at the option of the holder in whole or in part, beginning five hundred forty (540) days after the Issuance Date. The holder shall effect conversions by sending the form of conversion notice attached hereto as Appendix I (the “Notice of Conversion”) in the manner set forth in Section IV(g). The date on which such conversion is to be effected (the “Conversion Date”) shall be on the date the Notice of Conversion is delivered pursuant to Section IV (g) hereof. Except as provided herein, each Notice of Conversion, once given, shall be irrevocable. Upon the entire conversion of the Series F Preferred Stock, the certificates for such Series F Preferred Stock shall be returned to the Corporation for cancellation.

(b) Not later than three (3) Business Days after the Conversion Date, the Corporation will deliver to the holder (i) a certificate or certificates representing the number of shares of Common Stock being acquired upon the conversion of the Series F Preferred Stock and (ii) once received from the Corporation, the Series F Preferred Stock in principal amount equal to the principal amount of the Series F Preferred Stock not converted; provided, however, that the Corporation shall not be obligated to issue certificates evidencing the shares of Common Stock issuable upon conversion of any Series F Preferred Stock until the Series F Preferred Stock are either delivered for conversion to the Corporation or any transfer agent for the Series F Preferred Stock or Common Stock, or the holder notifies the Corporation that such Series F Preferred Stock certificates have been lost, stolen or destroyed and provides an agreement reasonably acceptable to the Corporation to indemnify the Corporation from any loss incurred by it in connection therewith.

(c) In case of any reclassification of the Common Stock, any consolidation or merger of the Corporation with or into another person, the sale or transfer of all or substantially all of the assets of the Corporation or any compulsory share exchange pursuant to which the Common Stock is converted into other securities, cash or property, then each holder of Series F Preferred Stock then outstanding shall have the right thereafter to convert such Series F Preferred Stock only into the shares of stock and other securities and property receivable upon or deemed to be held by holders of Common Stock following such reclassification, consolidation, merger, sale, transfer or share exchange (except in the event the property is cash, then the Holder shall have the right to convert the Series F Preferred Stock and receive cash in the same manner as other stockholders), and the Holder shall be entitled upon such event to receive such amount of securities or property as the shares of the Common Stock into which such Series F Preferred Stock could have been converted immediately prior to such reclassification, consolidation, merger, sale, transfer or share exchange would have been entitled. The terms of any such consolidation, merger, sale, transfer or share exchange shall include such terms so as to continue to give to the holder the right to receive the securities or property set forth in this Section IV(c)(v) upon any conversion following such consolidation, merger, sale, transfer or share exchange. This provision shall similarly apply to successive reclassifications, consolidations, mergers, sales, transfers or share exchanges.

(d) The Corporation covenants that it will at all times instruct its Transfer Agent to reserve and keep available out of its authorized and unissued Common Stock solely for the purpose of issuance upon conversion of Series F Preferred Stock as herein provided, free from preemptive rights or any other actual contingent purchase rights of persons other than the holders of Series F Preferred Stock, such number of shares of Common Stock as shall be issuable (taking into account the adjustments and restrictions of this Section IV hereof) upon the conversion of all outstanding shares of Series F Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly and validly authorized, issued and fully paid and nonassessable.

(e) No fractional shares of Common Stock shall be issuable upon a conversion hereunder and the number of shares to be issued shall be rounded up to the nearest whole share. If a fractional share interest arises upon any conversion hereunder, the Corporation shall eliminate such fractional share interest by issuing the holder an additional full share of Common Stock.

(f) The issuance of certificates for shares of Common Stock on conversion of Series F Preferred Stock shall be made without charge to the holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificate, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such certificate upon conversion in a name other than that of the holder and the Corporation shall not be required to issue or deliver such certificates unless or until the person or persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

(g) Each Notice of Conversion shall be given by facsimile or email to the Corporation no later than 4:00 pm PST. Any such notice shall be deemed given and effective upon the transmission of such facsimile at the facsimile telephone number or email mailbox of the Corporation. In the event that the Corporation receives the Notice of Conversion after 4:00 p.m. PST, the Conversion Date shall be deemed to be the next Business Day.

V. RANK

All shares of the Series F Preferred Stock shall rank (i) senior to the Corporation’s Common Stock and any other class or series of capital stock of the Corporation hereafter created, (ii) pari passu with any class or series of capital stock of the Corporation hereafter created and specifically ranking, by its terms, on par with the Series F Preferred Stock and (iii) junior to any class or series of capital stock of the Corporation hereafter created specifically ranking, by its terms, senior to the Series F Preferred Stock, in each case as to distribution of assets upon liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary.

VI. VOTING RIGHTS

Series F Preferred Stock does not have voting rights with respect to conversion of the Corporation’s Common Stock.

VII. PROTECTION PROVISIONS

So long as any shares of Series F Preferred Stock are outstanding, the Corporation shall not, without first obtaining the unanimous written consent of the holders of Series F Preferred Stock, alter or change the rights, preferences or privileges of the Series F Preferred so as to affect adversely the holders of Series F Preferred Stock.

XIII. MISCELLANEOUS

A. Status of Redeemed Stock: In case any shares of Series F Preferred Stock shall be redeemed or otherwise repurchased or reacquired, the shares so redeemed, repurchased, or reacquired shall resume the status of authorized but unissued shares of preferred stock, and shall no longer be designated as Series F Preferred Stock.

B. Lost or Stolen Certificates: Upon receipt by the Corporation of (i) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (ii) in the case of loss, theft or destruction, indemnity (with a bond or other security) reasonably satisfactory to the Corporation, or in the case of mutilation, the Preferred Stock Certificate(s) (surrendered for cancellation), the Corporation shall execute and deliver new Preferred Stock Certificates. However, the Corporation shall not be obligated to reissue such lost, stolen, destroyed or mutilated Preferred Stock Certificates if the holder of Series F Preferred Stock contemporaneously requests the Corporation to convert such holder’s Series F Preferred.

C.Waiver: Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the holders of Series F Preferred granted hereunder may be waived as to all shares of Series F Preferred Stock (and the holders thereof) upon the unanimous written consent of the holders of the Series F Preferred Stock.

D. Notices: Any notices required or permitted to be given under the terms hereof shall be sent by certified or registered mail (return receipt requested) or delivered personally, by nationally recognized overnight carrier or by confirmed facsimile transmission, and shall be effective five (5) days after being placed in the mail, if mailed, or upon receipt or refusal of receipt, if delivered personally or by nationally recognized overnight carrier or confirmed facsimile transmission, in each case addressed to a party as set forth below, or such other address and telephone and fax number as may be designated in writing hereafter in the same manner as set forth in this Section.

If to the Corporation:

APT MotoVox Group, Inc.

8844 Hillcrest Road

Kansas City, MO 64138

Attention: William Maher, Senior Vice President

Telephone: 816-767-8783

If to the holders of Series F Preferred, to the address listed in the Corporation’s books and records.

IN WITNESS WHEREOF, the undersigned has signed this certificate as of the 8th day of September, 2014.

	APT MOTOVOX GROUP, INC.

	By:	/s/ Troy A. Covey
		Name: Troy A. Covey
		Title: President, Director and Principal Executive Officer

	By:	/s/ N. Douglas Pritt
		Name: N. Douglas Pritt
		Title: Director

APPENDIX I

NOTICE OF CONVERSION

AT THE ELECTION OF THE HOLDER

(To be Executed by the Registered Holder in order to Convert the Series F Preferred Stock of Frozen Food Gift Group, Inc.)

The undersigned hereby irrevocably elects to convert the Series F Preferred Stock into shares of Common Stock, par value $0.00001 per share (the “Common Stock”), of Frozen Food Gift Group, Inc. (the “Corporation”) according to the provisions of the Certificate of Designation hereof, as of the date written below. If shares are to be issued in the name of a person other than undersigned, the undersigned will pay all transfer taxes payable with respect thereto and is delivering herewith such certificates and opinions as reasonably requested by the Corporation in accordance therewith.

Conversion calculations:
	Date to Effect Conversion


	Number of Shares to be Converted


	Applicable Conversion Price


	Number of Shares to be Issued Upon Conversion


	Signature


	Name


	Address

Exhibit 99.1

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT, (this “Asset Purchase Agreement”) is made and entered into as of the 8th day of September, 2014, by and between APT MotoVox Group, Inc. (hereinafter referred to as “MotoVox” or “Buyer”), on the one hand, and Charles Carothers, doing business as Moto Fusion, International Motorsport Marketing Services, LLC, Cameron Woods, and Missing Link LLC, (collectively, “Sellers”), on the other hand.

WITNESSETH:

WHEREAS, Sellers are the owners of certain parts, components, kits, and products for motorized bicycles named Motoped (collectively, “Products”);

WHEREAS, the Products were originally designed and marketed by Charles Carothers and Cameron Woods, who operated collectively as Moto Fusion and Missing Link LLC through Kickstarter, the online crowd funding platform;

WHEREAS, the Kickstarter campaign was successfully funded as of December 22, 2013 and Sellers transitioned their marketing and sales to motopeds.com;

WHEREAS, as of the date of the execution of this Asset Purchase Agreement, Sellers have delivered 162 complete Motopeds to end customers with 329 pre-ordered units that have yet to be delivered;

WHEREAS, the physical inventory of Products for shipment to end customers, including the 329 pre-ordered Motopeds, are currently in the possession of Sellers’ supplier in Taiwan, among others;

WHEREAS, Buyer and Sellers are working with the supplier in good faith to negotiate a separate purchase agreement for acquisition and shipment of the remaining inventory of Products from the supplier;

WHEREAS, Buyer desires to purchase, on the terms and conditions set forth herein, all of Sellers’ assets for operation, design, creation, marketing, sales, and maintenance of Motopeds, including all existing inventory of Products;

WHEREAS, Sellers desire to sell the assets to Buyer on the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the foregoing and the conditions, covenants, and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties agree as follows:

1.	Sale of Assets.

(a)

Assets. Subject to the terms, provisions, and conditions of this Asset Purchase Agreement, Sellers hereby sell, covey, transfer, and deliver to Buyer and Buyer purchases from Sellers, all of Sellers’ Right, title and interest in and to the assets of Sellers set forth below (the “Assets”), free and clear of any and all liens, pledges, security interests, and encumbrances, of every kind or nature whatsoever:

(i)

All intellectual properties, including any and all copyright, trademarks, patents, and trade secrets related to the Motoped product, including notes, memorandums, designs, drawings, renderings, models, whether in draft, revision, edit, prototype or final form on or in any medium, paper, digital media, hard drive, storage, or form;

(ii)	All marketing materials, including and not limited to all point of sale collateral materials, displays, signage, kits, brochures, posters, banners for Products;

(iii)

Internet domains and related properties, including and not limited internet protocol (“IP”) addresses, Uniform Resource Locators (“URL”), web addresses, websites, website contents, Facebook accounts, Twitter accounts, or any online or web content accessible by the general public related to Products, including the www.motopeds.com domain;

(iv)	Tooling for manufacturer and sales of Products; and

(v)	All inventory, supplies, equipment, fixtures, cash, accounts receivable.

Sellers’ Retention of Liabilities. Sellers shall retain responsibility for all liabilities relating to Sellers’ business under, among others, Moto Fusion and Missing Link LLC, arising in connection with or incurred by the operation of those businesses or the acts or omissions of Sellers or any of their employees, agents, or affiliates prior to execution of this Purchase Agreement; The parties expressly agree that Buyer is not assuming any obligations or liabilities of Sellers, including, without limitation, obligations or liabilities in connection with Products sold and delivered to end customers prior to execution of the Asset Purchase Agreement.

Buyer’s Assumption of Liabilities. Buyer agrees to assume only Sellers’ liabilities and obligations specified on Schedule 3 attached hereto (including any amendments to such Schedule mutually agreed to by the parties prior to the Contract Date). In addition, Buyer shall be responsible for the legal costs associated with the drafting and execution of this Asset Purchase Agreement.

4.	Purchase Price. Buyer shall pay to Sellers the following as purchase price for the Assets:

(a)	$50,000 payment to Cameron Woods upon execution of the Asset Purchase Agreement;

(b)	$150,000 payment to Sellers on October 31, 2014, specifically apportioned as follows:

(i)	$30,0000 payable to Charles Carothers;

(ii)	$60,000 payable to International Motorsport Marketing Services, LLC; and

(iii)

$60,000 payable to Cameron Woods.

(c)	Earn-Outs. Buyer shall make periodic payments to Sellers based on Buyers’ revenue stream from sales of Products for the remainder of 2014, as follows:

(i)	Buyer shall pay to Sellers 200% of the gross revenue derived from sales of Products, commencing from November 1, 2013 through and including September 15, 2014, subject to the payment schedule under subsections (iii) and (iv) below;

(ii)	Buyer shall pay Sellers 100% of the gross revenue derived from sales of Products between September 16, 2014 and December 31, 2014, subject to the payment schedule under subsections (iii) and (iv) below;

(iii)

For the first $1,000,000 in gross revenue derived from sales of Products, Buyer shall pay to Sellers, on a quarterly basis, 25% of the gross profit from sales of each and every Product;

(iv)

For the second $1,000,000 in gross revenue derived from sales of Products, Buyer shall pay to Sellers, on a quarterly basis, 20% of the gross profit from sales of each and every Product, until the total payment to Sellers reach the combined gross revenue amount in subsections (i) and (ii) hereinabove; and

(v)	For all payments to Sellers under section 4(c) herein, the payments shall be split between the Sellers as follows:

(1)	20% of the payment to Charles Carothers;

(2)	40% of the payment to International Motorsport Marketing Services, LLC; and

(3)	40% of the payment to Cameron Woods.

Off Sets on Deposit Liabilities. In the event any of the 162 delivered units or 329 pre-ordered units of complete Motopeds are returned after delivery or canceled prior to delivery, Buyer’s payment to Sellers under section 4(c) of this Asset Purchase Agreement for earn-outs shall be off set by the value of the return or cancellation plus 10% of that value, as a carrying charge.

6.	Royalty Payments. Subject to Sellers’ assignment and conveyance of all rights, ownership, and interest in the Intellectual Properties to Buyer and in addition to the Purchase Price set forth in section 4 above, Buyer shall pay for use of the Intellectual Properties as follows:

(a)	Patent Royalty. 5% of the cost incurred or paid by Sellers for the Jackshaft/Crank shown in Schedule A, Bill of Materials, accruing from execution of the Asset Purchase Agreement for a period of two (2) years.

(b)

Design Royalty. 3% of the cost of all parts, components, products, or kits based on the current Motoped design, exclusive of any parts, components for the engine, as further defined by the Bill of Materials, accruing from execution from execution of the Asset Purchase Agreement for a period of two (2) years or until the design for the frame of Motoped changes more than 20% cosmetically, whichever occurs first.

(c)	All payments for royalty under section 5 of this Purchase Agreement shall be made on a quarterly basis and be split equally between International Motorsport Marketing Services, LLC and Cameron Woods.

7.	Equity Participation. Buyer shall grant to Sellers equity interest in MotoVox as follows:

(a)	For every $200 of gross revenue derived from sales of Products in 2014 and 2015, Buyer shall issue to Charles Carothers one (1) preferred non-voting share of MotoVox;

(b)	For every $200 of gross revenue derived from sales of Products in 2014 and 2015, Buyer shall issue to International Motorsport Marketing Services, LLC one (1) preferred non-voting share of MotoVox;

(c)	For every $200 of gross revenue derived from sales of Products in 2014 and 2015, Buyer shall issue to Cameron Woods one (1) preferred non-voting share of MotoVox;

(d)	Each preferred share is convertible into 500 common shares and may not be converted within 18 months from issuance of the share; and

(e)	All qualified or earned shares shall vest and be issued on a quarterly basis based on gross revenue from that quarter, except for shares derived from sales of Products, commencing from November 1, 2013 through and including September 15, 2014, which shares shall be issued by October 15, 2014.

8.	Service Agreement. Buyer and Sellers shall enter into separate agreements with each of the individual Sellers for services related to development and/or marketing of Products, which agreements shall contain the following principal terms and conditions:

(a)

Charles Carothers: A 12-month independent sales and marketing contractor agreement at $70,000 annually with potential bonuses. The first 6 months of the agreement shall not be subject to a dismissal of any kind or for any reason with the exception of gross negligence or intentional harm to Buyer. The agreement shall contain a one year contractor renewal. Carothers agrees to give his best efforts as a private contractor for Buyer.

(b)

International Motorsport Marketing Services, LLC: A 12-month independent marketing contractor agreement at $120,000 for the 12-month term paid in monthly installments. The first six months of the agreement shall not be subject to a dismissal of any kind or for any reason with the exception of gross negligence or intentional harm to Buyer. The agreement shall contain a one year contractor renewal. The Member of the LLC shall give his best efforts as a private contractor for Buyer.

(c)

Cameron Woods: A 2-year independent product development contractor agreement at $50,000 annual salary for the first year and $60,000 for the second year. The first six months of the agreement shall not be subject to a dismissal of any kind or for any reason with the exception of gross negligence or intentional harm to the Buyer. Woods agrees to give his best efforts as a private contractor for Buyer.

9.	Representations and Warranties of Sellers. Sellers represent and warrant to Buyer as of the Contract Date the following:

(a)

Valid and Binding Agreement. The execution and delivery of this Asset Purchase Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite action by Sellers. Sellers have the right, power, and authority to execute, deliver and perform this Asset Purchase Agreement. This Asset Purchase Agreement constitutes a valid and legally binding agreement of Sellers enforceable in accordance with its terms, subject to applicable equitable principles regarding the enforceability of agreements, generally.

(b)

No Conflict. Neither the execution and delivery of this Asset Purchase Agreement nor the consummation of the transactions herein contemplated, nor fulfillment of or compliance with the terms and provisions hereof does or will: (i) constitute a default, breach, violation, or grounds for termination of any material agreement to which Sellers are a party, or any material license, permit, or other governmental authorization issued to Sellers, or (ii) result in the creation or imposition of any lien, charge, or encumbrance upon any of the Assets, or (iii) result in the violation by Sellers of any law, statute, rule, regulation, judgment, writ, injunction, decree or order to which either Sellers or any of the Assets are subject or bound.

(c)

Good and Marketable Title. Sellers own and will convey good and marketable title to all Assets, free and clear of any mortgages, liens, pledges, security interests, charges, and encumbrances. Upon delivery to Buyer of the executed Bill of Sale attached hereto in Schedule 2, Sellers shall have conveyed to Buyer title to the Assets as specified in this Section. With respect to the Assigned Contracts, Sellers have the right to assign the Assigned Contracts as contemplated by this Asset Purchase Agreement, and upon of the Assignment and Assumption Agreement in the form hereto attached as Attachment B, Buyer shall have all of each Sellers’s rights and interests under each such Assigned Contract for the time period from and after execution of the Asset Purchase Agreement. No other person or entity has any right, title, claim, or interest in or to any of the Assets.

(d)

Litigation and Potential Claims. Except for Sellers’ current negotiation with its supplier(s), Avesta International and/or Ocean Group International Corporation (collectively, “Avesta”) regarding payment and acquisition for certain Products currently in Avesta’s possession, there are no pending, or to Sellers’ knowledge threatened legal actions, suits, proceedings, claims, or investigations, nor has there occurred any event which may result in any legal action, suit, proceeding, claim or investigation, by persons, governmental agencies, or others against Sellers in connection with the Assets which, if adversely determined against Sellers, would have a material adverse effect upon the Assets, or upon Buyer’s ownership or use thereof, or upon Sellers’ ability to consummate the transactions contemplated by this Asset Purchase Agreement.

(e)

Contracts. Schedule 2 hereto is a complete and correct list of all material contracts, obligations, or commitments (whether written or oral) relating to the business of Sellers and the Assets (collectively, the “Contracts”). There is no default or claim thereof under any of the Contracts or the Assigned Contracts. There are no facts or conditions known to Sellers which, with the lapse of time or notice and the lapse of time, will result in a default by a party under any of the Contracts or the Assigned Contracts. All Assigned Contracts are in full force and effect. Sellers have not received written notice that any person intends to cancel or terminate any of the Assigned Contracts or to exercise or not exercise any option thereunder.

(f)

Taxes. Buyer shall be responsible for any appropriate accruals for the payment of all taxes, assessments, fees, and other governmental charges in connection with any of his properties or assets required to have been paid or accrued by it as of the day of this Purchase Agreement (including, without limitation, all income, withholding, excise, unemployment, Social Security, occupation, franchise, property and import taxes, duties or charges, and all deficiency assessments, penalties and interest in respect thereof) except those being contested in good faith or litigated by appropriate proceedings (including specifically any disputes or lawsuits arising from Sellers’ dealings with Avesta).

(g)

Compliance with Laws. Sellers are in compliance with all applicable federal, state and local statutes, regulations, orders and requirements in all material respects with respect to the Assets. There are no actions, investigations, audits or other government inquiries currently pending regarding Sellers or Sellers’ employees’ activities, and Sellers have not received any claim or notice, written or oral, from any federal, state or local government agency that Sellers’ properties violate any federal, state, or local statute, regulation, order or requirement.

(h)	Equipment. Sellers know of no material adverse condition or material problem with any item of tangible property included in the Assets. All of the tangible Assets are in reasonably good condition, ordinary wear and tear excepted.

(i)

No Adverse Conditions. Other than Sellers’ potential dispute with Avesta, there are no material adverse conditions or circumstances that may interfere with Buyer’s (i) ownership, use and enjoyment of, or opportunity to resell or encumber any of the tangible property included in the Assets, or (ii) enjoyment of all of Sellers’s rights and interests under each of the Assigned Contracts.

(j)

Disclosure of Material Information. Sellers have made available to Buyer or its representatives or agents copies of all material documents concerning Sellers or the Assets. All documents presented and information provided to Buyer by Sellers, or their representatives or agents, concerning Sellers or the Assets, when taken together as a whole, are complete and accurate in all material respects. Neither this Asset Purchase Agreement nor any attachment or schedule hereto, or any certificate issued pursuant hereto, or any document provided by Sellers to Buyer concerning any of the Assets, Sellers or this transaction contains any untrue statement of material fact, or omits to state a material fact necessary to make the statements herein or therein not misleading. There is no fact or circumstance known to Sellers which materially adversely affects the Assets which has not been disclosed by Sellers to Buyer or its representatives or agents in writing.

10.	Representations and Warranties of Buyer. Buyer represents and warrants to Sellers that as of the contract date:

(a)

Organization. Buyer is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has the power to hold all rights, privileges, franchises, licenses, permits, authorizations, and approvals (governmental and otherwise) necessary to own and operate its business.

(b)

Valid and Binding Agreement. The execution and delivery of this Asset Purchase Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action by Buyer. Buyer has the right, power, and authority to execute, deliver and perform its obligations under this Asset Purchase Agreement. This Asset Purchase Agreement constitutes a valid and legally binding agreement of Buyer enforceable in accordance with its terms, subject to applicable equitable principles concerning the enforceability of agreements generally.

(c)

No Conflict. Neither the execution and delivery of this Asset Purchase Agreement nor the consummation of the transactions herein contemplated, nor fulfillment of or compliance with the terms and provisions hereof does or will: (i) constitute a default, breach, violation, or grounds for termination of any material agreement to which Buyer is a party, or any material license, permit, or other governmental authorization issued to Buyer, or (ii) result in the violation by Buyer of any law, statute, rule, regulation, judgment, writ, injunction, decree, or order to which Buyer is subject or bound.

11.	Cooperation.

(a)	Sellers shall take all actions and shall cooperate with Buyer by providing Buyer and its agents and employees with access to Sellers’ records pertaining to the Assets as may be reasonably requested by Buyer.

(b)

Sellers shall use their commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable, under applicable law and regulation, to consummate and make effective the transactions contemplated by this Asset Purchase Agreement. Sellers will execute and deliver, or cause to be executed and delivered, whether prior to or after the Closing, such instruments as Buyer may reasonably request for the purpose of carrying out the transactions contemplated by this Asset Purchase Agreement.

(c)

Buyer shall use its commercially reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable, under applicable law and regulation, to consummate and make effective the transactions contemplated by this Asset Purchase Agreement. Buyer will execute and deliver, or cause to be executed and delivered such instruments as Sellers may reasonably request for the purpose of carrying out the transactions contemplated by this Asset Purchase Agreement.

12.	Indemnification.

(a)

Indemnification for the Benefit of Buyer. Sellers hereby agree to indemnify and hold harmless Buyer, its directors, officers, shareholders, employees, successors and assigns from and against any and all claims, demands, liabilities, cause of action, damages, losses, costs, and expenses (including, without limitation, reasonable attorneys’ fees and costs of defense) of any kind or nature whatsoever that may be sustained or suffered by Buyer, its directors, officers, shareholders, employees, successors or assigns, or any of them, in any way relating to, arising out of, or resulting from any of the following (“Buyer Indemnifiable Damages”): (i) the conduct by Sellers of their business related to any of the Assets at any time up to the execution date, and (ii) the material breach by Sellers of any representation or warranty in this Asset Purchase Agreement, or the material breach by Sellers of any covenant of Sellers in this Asset Purchase Agreement.

(b)

Indemnification for the Benefit of Sellers. Buyer hereby agrees to indemnify and hold harmless Sellers, their employees, successors and assigns from and against any and all claims, demands, liabilities, causes of action, damages, losses, costs and expenses (including, without limitation, reasonable attorney’s fees and costs of defense) of any kind or nature whatsoever which may be sustained or suffered by Sellers, their employees, successors and assigns, or any of them, in any way relating to, or arising out of, or resulting from: (i) Buyer’s failure to discharge timely or pay any liabilities or obligations of Sellers expressly assumed by Buyer pursuant to this Asset Purchase Agreement; and (ii) the material breach by Buyer of any representation or warranty hereinabove. (“Sellers Indemnifiable Damages”):

12.2	Matters Involving Non-Parties.

(a)

Non-Party Claims. If any person or entity not a party hereto (a “Non-Party Claimant”) notifies any party to this Asset Purchase Agreement (the “Indemnified Party”) with respect to any matter (a “Non-Party Claim”) which may give rise to a claim for indemnification against any other party to this Asset Purchase Agreement (the “Indemnifying Party”), then the Indemnified Party shall promptly (and in any event within fifteen (15) days after receiving notice of the Non-Party Claim) notify each Indemnifying Party thereof in writing. Such written notice shall specify the nature and amount of the claim(s) made or anticipated to be made and identity of the Non-Party Claimant and shall be accompanied by copies of any documents provided to the Indemnified Party by the Non-Party Claim.

(b)

Defense by Indemnified Party. The Indemnified Party, at the Indemnifying Party’s cost and expense, shall diligently conduct the defense of the Non-Party Claim with counsel of his or its choice, subject to the approval of the Indemnifying Party (not to be withheld unreasonably); provided that the Indemnified party shall not consent to the entry of judgment or enter into any settlement with respect to the Non-Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably).

(c)

Insurance Coverage. Nothing contained in paragraph (b) above shall give the Indemnified party the right to select or approve counsel, or conduct the defense of an action, or otherwise to asset rights with respect to a Non-Party Claim, if doing so would be a violation or beach of, or otherwise be inconsistent with, the provisions of any applicable insurance policy of the Indemnifying Party with respect to such claim.

12.3	Conditions Precedent to Buyer Obligations. All obligations of Buyer are subject to fulfillment of the following conditions on or before the Closing, any one or more of which may be waived by Buyer.

(a)

Purchase Agreement with Avesta. This Asset Purchase Agreement is contingent upon the parties’ completion and execution of a Purchase Agreement with, among others, Ocean Group, Ocean Stainless, and/or Avesta International Corporation (collectively, “Avesta”) for purchase and acquisition of all inventories of Products currently in Avesta’s possession in Taiwan, which products are valued at USD $528,474.04. Buyer and Sellers will utilize their best efforts in good faith to consummate the purchase agreement with Avesta.

(b)	Representations and Warranties. Each and every representation and warrant made by Sellers is true in all material respects when made and is true as of the Contract Date in all material respects as if originally made on the Contract Date.

(c)	Due Diligence. Sellers shall not have discovered any financial or legal issue that has not been resolved to the satisfaction of the Buyer.

(d)	Covenants. All material obligations of Sellers to be performed between the signing of this Agreement and the Contract Date have been performed.

(e)	Legal Proceedings. No suit or proceeding shall be pending by any governmental agency or private person on any grounds, to restrain, enjoin or hinder the transactions contemplated under this Asset Purchase Agreement.

(f)	Delivery of Transaction Documents. All documents required to have been delivered by Sellers to Buyer as set forth on Schedule A (collectively, the “Transaction Documents”), and all actions required to have been taken by Sellers, shall have been taken or delivered to Buyer, as applicable.

(g)

All Proceedings to be Satisfactory. All proceedings to be taken by the Sellers in connection with the transactions contemplated hereby and all documents incident thereto shall be reasonably satisfactory in form and substance to Buyer, and Buyer shall have received all such counterpart originals or certified or other copies of such documents as they reasonably may request.

(h)	Assigned Contracts. Sellers shall have delivered to the Buyer the Assignment and Assumption Agreement in connection with the Assigned Contracts.

(i)	Consent to Assignment. Each party to the Assigned Contracts other than Sellers shall have executed a Consent to Assignment of the respective contract to which it is a party. It shall be the obligation of Sellers to obtain such consents.

12.4	Conditions Precedent to Sellers Obligations. All obligations of Sellers are subject to fulfillment of the following conditions on or before the Closing, any one or more of which may be waived by Sellers.

(a)	Representations and Warranties. Each and every representation and warranty made by Buyer is true in all material respects when made and is true as of the Contract Date in all material respects as if originally made on the Contract Date.

(b)	Covenants. All material obligations of Sellers to be performed between the signing of this Agreement and the Contract Date have been performed.

(c)	Legal Proceedings. No suit or proceeding shall be pending by any governmental agency or private person on any grounds, to restrain, enjoin or hinder the transactions contemplated under this Asset Purchase Agreement.

(d)	Delivery of Transaction Documents. All Transaction Documents and other documents required to have been delivered by Buyer to Sellers, and all actions required to have been taken by Buyer, shall have been taken or delivered to Sellers, as applicable.

(e)

All Proceedings to be Satisfactory. All corporate and other proceedings to be taken by Buyer in connection with the transactions contemplated hereby and all documents incident thereto shall be reasonably satisfactory in form and substance to Sellers, and Sellers shall have received all such counterpart originals or certified or other copies of such documents as they reasonably may request.

12.5	Obligations of Sellers upon Execution of Contract. Sellers shall deliver to Buyer upon execution of the Asset Purchase Agreement the following:

(a)	Inventory. The physical inventory to all of the Assets being sold hereunder, a form of which is attached hereto as Attachment A (Avesta Invoice dated August 18, 2014);

(b)	Assignment of Contracts. The executed Assignment and Assumption Agreement, a form of which is attached hereto as Attachment B and the executed Consents to Assignments referred to in Section 2 as required;

(c)	Assignment of Intellectual Property. The executed Assignment, a form of which is attached hereto as Attachment C; and

(d)	Other Documents. Executed copies of all Transaction Documents and other documents reasonably requested by Buyer to accomplish the transactions hereunder.

12.6	Obligations of Buyer upon Execution of Contract. Buyer shall deliver to Sellers upon execution of the Asset Purchase Agreement the following:

(a)	Purchase Price. Buyer shall deliver to Sellers the Purchase Price required under Section 4(a), specifically payment in the amount of $50,000 cash to the designated recipient;

(b)	Assignment of Contracts. The duly executed Assignment and Assumption Agreement referred to in Section 12.5(b); and

(c)	Other Documents. Executed copies of all Transaction Documents and other documents reasonably requested by Sellers to accomplish the transactions hereunder.

13.

Cooperation; Public Announcements. Sellers and Buyer agree to cooperate with each other following execution of the Asset Purchase Agreement in carrying out its provisions. Each party hereto shall provide to the other party all instruments and documents reasonably requested by the other party to effectuate the provisions of this Asset Purchase Agreement.

14.	Non-Competition.

(a)

Within three years following execution of the Asset Purchase Agreement, Sellers shall not, to any extent whatsoever, either directly or indirectly, without the express prior written consent of Buyer, engage in any activity competitive with or adverse to the business, practice or affairs of Buyer unless such activity is disclosed to and permitted in writing by Buyer.

(b)	Buyer and Sellers agree that, in the event of a breach by Sellers of this Article, Buyer shall be entitled to injunctive relief and/or its compensable damages.

(c)

The parties agree that if a court of competent jurisdiction determines that any provision contained in this Section is determined to be invalid and unenforceable by reason of the duration or geographical scope of such covenant, such duration or geographical scope, or both, shall be reduced to a duration or geographical scope consistent with the decree of the court. Furthermore, Buyer shall have the unilateral right to designate less stringent restrictions with respect to the duration of geographical scope of the covenants contained in this Section, and such change shall be effective upon written notice to the Sellers. This section shall survive termination or expiration of this Agreement.

15.	Breach, Default and Termination.

(a)

Cure. In case of material breach or default of any obligations contained in this Asset Purchase Agreement by either of the Parties (hereinafter “Breaching Party”), the other party (“Non-breaching Party”) shall give the Breaching Party written notice thereof and allow a five (5) day period in which the Breaching Party shall cure the material breach. If the Breach Party does not cure the material breach within that time, the Non-breaching Party shall have the right to terminate the Agreement as of the date it first gave notice to the Breaching Party thereof. Termination of this Asset Purchase Agreement shall not relieve the Breaching Party of liability for damages.

(b)

Remedies. The Assets herein are unique and are not readily available on the open market. For that reason and others, if either party fails to perform its obligations hereunder, the Non-Breaching Party, in addition to all other legal remedies, shall have the right to enforce the terms of this Asset Purchase Agreement by a decree of specific performance.

16.	Miscellaneous.

(a)

Entire Agreement. This Asset Purchase Agreement, together with the schedules and exhibits hereto, is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth herein. This Agreement, together with the schedules and exhibits hereto, supersedes and terminates all prior agreements and understandings between the parties with respect to the subject matter of this Agreement, including the August 22, 2014 Letter of Intent and any term sheets executed by and among Sellers and Buyers prior to execution of this Asset Purchase Agreement.

(b)

Governing Law and Venue. This Asset Purchase Agreement is executed in the State of Missouri and shall be construed in accordance with the laws of the State of Missouri without reference to such State’s conflicts of laws statutes or decisions). Any action brought to enforce or interpret this Asset Purchase Agreement shall be brought only in federal or state court having jurisdiction and sitting in Kansas City, Missouri.

(c)

Amendment and Waiver. No term or provision of this Agreement may be waived, changed, discharged, modified, or terminated orally or in any manner other than by an instrument in writing signed by the parties hereto or by a writing signed by the party against whom the change, discharge, modification or termination applies. No waiver at any time of any breach of any provision of this Asset Purchase Agreement shall be deemed a waiver or a breach of any other provision herein or a consent to any subsequent breach of the same or any other provision.

(d)

Tax Consequences. Sellers are responsible for payment of any and all income and other taxes owed by it as a result of the transaction pursuant to this Asset Purchase Agreement, including taxes with respect to the payment of the Purchase Price, and Sellers agree to indemnify, defend and hold harmless, Buyer, in accordance with the provisions of Section 11.1 of this Asset Purchase Agreement, with respect to any such taxes owed.

(e)	Notice of Assignment. Sellers may not assign its interests or delegate its duties under this Asset Purchase Agreement to any other person or entity.

(f)	Expenses. Each party shall pay its own fees and expenses (including attorney fees) incurred in connection with the transactions contemplated hereunder.

(g)	Binding Effect. This Asset Purchase Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(h)

Notices. Any notice or other communications required or permitted under this Asset Purchase Agreement shall be sufficiently given if sent by certified mail, return receipt requested, postage prepaid, to the addresses set forth below or such other addresses as may be furnished in writing by any such party, and such notice or communication shall be deemed to have been given as of the earlier of the date received or three (3) business days from the date mailed.

If to Buyer:

Mr. Troy Covey

APT MotoVox Group Inc.

If to Sellers:

Charles Carothers

International Motorsport Marketing Services, LLC

Cameron Woods

Missing Link, LLC

(i)

Cumulative Rights and Remedies. Any right, power, or remedy provided under this Asset Purchase Agreement to any party hereto shall be cumulative and in addition to any other right, power, or remedy provided under this Asset Purchase Agreement or existing in law or in equity (including, without limitation, the remedies of injunctive relief and specific performance).

(j)	Counterparts. This Asset Purchase Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which counterparts collectively shall constitute one (1) instrument representing the agreement among the parties.

(k)	Headings. The descriptive headings of the sections of this Asset Purchase Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any provision hereof.

(l)

Severability. If any part of this Asset Purchase Agreement shall be determined to be invalid, illegal or unenforceable by any valid Act of Congress or act of any legislature or by any regulation duly promulgated by the United States or a state acting in accordance with the law, or declared null and void by any court of competent jurisdiction, then such part shall be reformed, if possible, to conform to the law and, in any event, the remaining parts of this Asset Purchase Agreement shall be fully effective and operative insofar as reasonably possible.

(m)

Entire Agreement. This Asset Purchase Agreement supersedes all prior discussions and agreements between or among Buyer and Sellers related to the subject matter hereof, and this Asset Purchase Agreement and the schedules and attachments attached hereto or incorporated herein by reference contain the whole and entire agreement between the parties with respect to the transactions contemplated hereby.

IN WITNESS WHEREOF, the respective duly authorized representatives of each party have executed this Asset Purchase Agreement to be effective as of the date above.

	SELLERS:

	MISSING LINK, LLC

	Signature: s/ Charles Carothers
	Name: Charles Carothers
	Title: Manager

	CHARLES CAROTHERS

	Signature: /s/ Charles Carothers

	INTERNATIONAL MOTORSPORT MARKETING SERVICES, LLC

	Signature: /s/ Paraskevi Siderakis
	Name: Paraskevi Siderakis
	Title: Manager

	CAMERON WOODS

	Signature: /s/ Cameron Woods


	BUYER:

	APT MOTOVOX GROUP, INC.

	Signature: /s/ Troy A. Covey
	Name: Troy A. Covey
	Title: President

SCHEDULES AND ATTACHMENTS

ASSET PURCHASE AGREEMENT

SCHEDULE 1	Assets
SCHEDULE 2	Assigned Contracts
SCHEDULE 3	Liabilities Assumed by Buyer
SCHEDULE 4	Litigation; Claims
ATTACHMENT A	Avesta Invoice
ATTACHMENT B	Assignment and Assumption Agreement
ATTACHMENT C	Assignment of Intellectual Properties
ATTACHMENT D	Bill of Materials

SCHEDULE 1

ASSETS

The assets of the Business being purchased by the Buyer include all of the undertaking, property and assets of the Business as a going convern of every kind and description and wherever situated, whether owned individually or collectively, including but not limited to all inventory, supplies, equipment, fixtures, leasehold improvements, cash, accounts receivable, patents, trademarks, brand names, prototypes, renderings, drawings, POS collateral, IP addresses, URL’s, FaceBook pages, product tooling, customers lists, marketing materials and marketing system and IP.

The assets of the Business include:

Bank account - Currently $102,683.49

URLs: motopeds.com, motopedmotors.com, supermotoped.com, supermotopeds.com, motorizedbicyclemotors.com

Facebook.com/Motopeds, Instagram.com/Motopeds, Twitter.com/Motopeds

Motoped Build/Ride Facebook Group - https://www.facebook.com/groups/1432733183623914/

Infusionsoft account with contacts

MotoFusion Wordpress & Woocommerce Account

2 - 10’ x 4’ Motoped banners

1 - 2’ x 3’ “Enter to Win HERE” sign

Approximately 1200 - 4.5” Motoped stickers

Approximately 800 business card size Motoped flyers

Approximately 50 - 24x3 Duro Tires

Approximately 100 - 26x3 Duro Tires

Approximately 10 - 26x4.7 Fat Tires & Tubes

Misc. bolts, washers and small parts, i.e., 1 freewheel, 1 countershaft sprocket, 20 axle tensioners.

1 - 49cc fully automatic Zongshen engine

1 - Fat Tire Motoped w/ 125cc Lifan semi-auto

1 - Motoped w/ peg kit and 125cc Pitster Pro

2 - Motoped w/ 49cc 2speed automatic Lifan engines. Both with 88cc kit.

1 - Motoped w/ 70cc fully auto Lifan engine

1 – Complete Motoped rolling chassis (currently in Missouri)

1 – Survival Bike (currently in Missouri)

3 - Fat Tire triple Clamps

2 - Foot Pegs

1 - Frame Kit

U.S. Trademark No: 86232140 filed March 26, 2014

U.S. Patent No: 7,753,157 B1, Motorcycle with Pedals

SCHEDULE 2

ASSIGNED CONTRACTS

1.	Purchase agreements for 329 pre-ordered units that have not been delivered as of the Asset Purchase Agreement date.

SCHEDULE 3

LIABILITIES ASSUMED BY BUYER

1.	Contract obligations, from and after the Contract Date only, for Assigned Contracts listed on Schedule 2.

SCHEDULE 4

LITIGATION / CLAIMS

1. None.

ATTACHMENT A

FORM OF BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS that as of the date of execution of the 8th day of September, 2014, the Asset Purchase Agreement, by and between APT MotoVox Group, Inc. (hereinafter referred to as “MotoVox” or “Buyer”), and Charles Carothers, International Motorsport Marketing Services, LLC, Cameron Woods, Missing Link LLC, (hereinafter referred to as “Sellers”), Sellers have granted, bargained, sold, conveyed, transferred, and delivered, and by these presents does bargain, sell, grant, convey, transfer and deliver unto Buyer good and marketable title to all the Assets listed in the August 18, 2014 Invoice from Avesta attached hereto as that term is defined in the Asset Purchase Agreement, free and clear of any mortgages, liens, pledges, security interests, charges and encumbrance.

IN WITNESS WHEREOF, this Bill of Sale has been executed as of the 8th day of September, 2014.

	BUYER:

	APT MOTOVOX GROUP, INC.


	Signature: /s/ Troy A. Covey
	Name: Troy A. Covey
	Title: President

[ATTACH INVOICE]

ATTACHMENT B

ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (“Agreement”) is made and entered into as of September 8, 2014, by and between Charles Carothers, International Motorsport Marketing Services, LLC, Cameron Woods, and Missing Link, LLC (the “Assignors”), and APT MotoVox Group, Inc. (the “Assignee”).

WITNESSETH:

WHEREAS, Assignors and Assignee are parties to that certain Asset Purchase Agreement dated as of September 8, 2014, (the “Purchase Agreement”), pursuant and subject to which Assignors agreed to assign and Assignee agreed to assume the Assigned Contracts (as defined in the Purchase Agreement); and

WHEREAS, Assignors desire to assign all of their rights, duties and obligations with respect to the Assigned Contracts and Assignee desires to accept such assignment and to assume all of the rights, duties and obligations of Assignors with respect to the Assigned Contracts, subject to the terms and conditions of the Purchase Agreement.

NOW THEREFORE, in consideration of the premises and mutual covenants contained herein and in the Purchase Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Assignment. Assignors hereby bargain, sell, assign and transfer to Assignee all of the Assigned Contracts identified in Schedule 2 and 3 of the Purchase Agreement.

2. Assumption. Assignee hereby assumes and agrees to be bound by all of the rights, duties and obligations of Assignors with respect to the Assigned Contracts arising on and after the date of this Agreement. Assignee agrees to indemnify, defend and save Assignors and their successors and assigns harmless from all obligations, liabilities and claims against any of them pursuant to the Assigned Contracts.

3. Retained Liabilities. Assignee assumes no liability or obligation with respect to, and Assignors retain full and complete responsibility for, and full obligation and liability in respect of, all indebtedness, obligations, claims and other liabilities (direct or indirect, known or unknown, choate or inchoate, absolute or contingent) of whatever nature of Assignor not specifically assumed by Assignee pursuant to the Purchase Agreement, including, without limitation, any liabilities or obligations, tax or otherwise, imposed on or incurred by Assignor as a result of the transactions contemplated by the Purchase Agreement.

4. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri.

IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Assumption Agreement as of the day of year first above written.

	SELLERS:

	MISSING LINK LLC

	Signature: /s/ Charles Carothers
	Name: Charles Carothers
	Title: Manager


	CHARLES CAROTHERS

	Signature: /s/ Charles Carothers


	INTERNATIONAL MOTORSPORT MARKETING SERVICES, LLC

	Signature: /s/ Paraskevi Siderakis
	Name: Paraskevi Siderakis
	Title: Manager


	CAMERON WOODS

	Signature: /s/ Cameron Woods


	BUYER:

	APT MOTOVOX GROUP, INC.

	Signature: /s/ Troy A. Covey
	Name: Troy A. Covey
	Title: President

ATTACHMENT C

INTELLECTUAL PROPERTY ASSIGNMENT

THIS ASSIGNMENT (“Assignment”) is by and between Cameron Woods (“Assignor”), and APT MotoVox Group, Inc. (“Assignee”), Assignor and Assignee are collectively referred to as the “Parties.”

WHEREAS, Assignor is the owner of the following intellectual properties: United States Patent No. 7,753,157 B1, for Motorcycle with Pedals, and the word mark, MOTOPED, Serial No. 86,232,140, (collectively, “Intellectual Property”);

WHEREAS, Assignor desires to assign the entire right, title, and interest in the Intellectual Property to Assignee; and

WHEREAS, Assignee desires to acquire and receive the entire right, title and interest in the Intellectual Property.

NOW, THEREFORE, for good and valuable consideration, the receipt of which Assignor hereby acknowledges, Assignor, as owner, hereby sells, assigns and transfers to Assignee, its successors and assigns, the entire right, title, and interest, throughout the world, to the following Intellectual Property:

1. The word mark, MOTOPED, United States Patent and Trademark Office Serial No. 86,232,140, filed on March 26, 2014; and

2. U.S. Patent, Registration No. 7,753,157 B1, for Motorcycle with Pedals.

Assignor hereby further agrees for itself and its successors, assigns and legal representatives to cooperate with Assignee and promptly sign and deliver to Assignee any and such additional documents, instruments, endorsements, affidavits, and related information and take actions as Assignee may reasonably request for the purpose of effectuating the transfer of title to and procurement of all lawful rights associated with the aforesaid Intellectual Property to Assignee.

If any provision or part of this Assignment, including the transferability of the Intellectual Property, is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision or part shall be limited or eliminated to the minimum extent necessary so that this Assignment shall otherwise remain in full force and effect and enforceable.

IN WITNESS WHEREOF, the Parties hereto have executed this Intellectual Property Assignment as of the date first written herein.

ASSIGNOR		ASSIGNEE

CAMERON WOODS		APT MOTOVOX GROUP, INC.

/s/ Cameron Woods		/s/ Troy A. Covey
Signature		Signature

Cameron Woods		Troy A. Covey
Name		Name

September 8, 2014		September 8, 2014
Date		Date

ATTACHMENT D

BILL OF MATERIALS

Exhibit 99.2

PURCHASE AGREEMENT

THIS PURCHASE AGREEMENT, (this “Purchase Agreement”) is made and entered into as of the 11th day of September, 2014, by and between APT MotoVox Group Inc., located at 8844 Hillcrest Road, Kansas City, Missouri 64138 (hereinafter referred to as “Buyer”), and Ocean Group, located at 45-7 Tsao Hsin Road, Daliao District, Kaohsiung, Taiwan, R.O.C., Ocean Stainless, located at 45-7 Tsao Hsin Road, Daliao District, Kaohsiung, Taiwan, R.O.C., Avesta International Corporation, 220, Meishu East 6th Street, Gushan District, Kaohsiung, Taiwan, R.O.C., Martyn Castelein, individually for purposes of personal guarantee only under section 6(j) hereinafter, located at #220 Meishu East Rd., 6th St.Ku-Shan District Kaohsiung, Taiwan R.O.C. Post Code 804 Taiwan, R.O.C., and Jojo Castelein, individually for purposes of personal guarantee only under section 6(j) hereinafter, located at #220 Meishu East Rd., 6th St.Ku-Shan District Kaohsiung, Taiwan R.O.C. Post Code 804 Taiwan R.O.C. (hereinafter collectively referred to as “Sellers”).

WITNESSETH:

WHEREAS, Sellers are in possession of certain parts, components and products for motorized bicycles designed and created by Motopeds, Moto Fusion, and/or Missing Link, LLC (collectively as “Motopeds”);

WHEREAS, the parts, components and products are specially manufactured parts intended for the motorized bicycle kit originally marketed by Motopeds through Kick Starter, the online crowd funding platform;

WHEREAS, Buyer desires to purchase the parts, components and products for motorized bicycles currently in Seller’s possession; and

WHEREAS, Sellers desire to sell such parts, components and products to Buyer on the terms and conditions set forth herein.

NOW THEREFORE, in consideration of the foregoing and the terms, conditions, covenants, and agreements hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Sale of Products. Subject to the terms, provisions and conditions of this Purchase

agreement, Sellers hereby sell, convey and transfer to Buyer and Buyer purchases from Sellers all of Sellers’ Right, title and interest in and to all of the parts, components, and/or products of Sellers set forth on Schedule 1 (hereinafter referred to as “Products”) hereto, free and clear of any and all liens, pledges, security interests and encumbrances of every kind or nature whatsoever. The exact quantity of the Products, kits and components in Sellers’ possession are further set forth in Schedule 2 (hereinafter referred to as “AVESTA Inventory” or “Inventory.”).

2. Purchase Price. Notwithstanding the unit and total price indicated on Schedule 1,

the combined purchase price for all the Products in Schedule 1 is the sum of Five Hundred Twenty-Eight Thousand Four Hundred Seventy-Four Dollars and four cents (U.S.D. $528,474.04) (“Purchase Price”). The Purchase Price shall be paid in two installments as follows:

(a)	Initial Payment. Buyer shall wire or cause to be wired $264,237.02 within three (3) business days from full execution of the Purchase Agreement to an account designated by Sellers.

(b)	Second Payment. Buyer shall wire or cause to be wired $264,237.02 within ten (10) business days following Initial Payment, upon confirmation and notice of Sellers’ compliance with the shipment deadline in accordance with section 3(a) of the Purchase Agreement.

3. Shipment of Products.

(a)

Initial Shipment. Within three (3) business days upon Buyer’s Initial Payment and notice to Sellers regarding the payment, Sellers shall make half of the Inventory available for Buyer to pick up and for shipment, Ex Works Ocean Group, located at 45-7 Tsao Hsin Road, Daliao District, Kaohsiung, Taiwan, R.O.C., including any and all items identified in Schedule 1 and 2 as “tooling.”

(b)

Second Shipment. Within three (3) business days upon Buyers’ Second Payment and notice to Sellers regarding the same, Sellers shall make all of the remaining Inventory available for Buyer to pick up and for shipment, Ex Works Ocean Group, located at 45-7 Tsao Hsin Road, Daliao District, Kaohsiung, Taiwan, R.O.C.

4. Waiver of Sellers’ Rights. Upon receipt of both payments, Sellers shall and

hereby waive, release and absolutely discharge Motopeds and each of their current or former predecessors, successors, subsidiaries, divisions, alter egos, affiliates and/or related entities, and their respective current or former officers, directors, trustees, administrators, employees, attorneys, assigns, agents and representatives from any and all claims, demands, damages, debts liens, actions and causes of actions, of any kind or nature whatsoever at law or in equity, known or unknown, suspected or unsuspected, which Sellers or their assigns and successors ever had, now has, or hereafter shall have, or may have in any way arising out of, in connection with, or by reason of any act, omission, manner, cause or thing whatsoever arising out of or relating to Sellers’ business dealings with Motopeds, including any and all rights, interests or claims relating to the March 25, 2014 Letter of Understanding executed between Motopeds and/or Missing Link on the one hand, and Ocean Group on the other hand.

Waiver of Buyers’ Rights. Upon receipt of both Shipments in full, Buyers shall and hereby waive, release and absolutely discharge Ocean Group, and Martyn Castelein and Jojo Castelein and each of their current or former predecessors, successors, subsidiaries, divisions, alter egos, affiliates and/or related entities, and their respective current or former officers, directors, trustees, administrators, employees, attorneys, assigns, agents and representatives from any and all claims, demands, damages, debts liens, actions and causes of actions, of any kind or nature whatsoever at law or in equity, known or unknown, suspected or unsuspected, which Buyers or their assigns and successors ever had, now has, or hereafter shall have, or may have in any way arising out of, in connection with, or by reason of any act, omission, manner, cause or thing whatsoever arising out of or relating to Buyers’ or Motopeds’ business dealings with Ocean Group, including any and all rights, interests or claims relating to the March 25, 2014 Letter of Understanding executed between Motopeds and/or Missing Link on the one hand, and Ocean Group on the other hand.

6.	Representations and Warranties of Sellers. Sellers represent and warrant to Buyer the following:

(a)

Authority. Sellers have the right, power, and authority to execute, deliver and perform their obligations under this Purchase Agreement, except for rights to various “frames” identified as “YCM (Frame Kits),” which Sellers expressly acknowledge are properties of Motopeds. The execution and delivery of this Purchase Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by Sellers.

(b)

Inventory of Products. Sellers have physical possession of all of the Products in its Kaohsiung, Taiwan facility, in the exact quantity as indicated in Schedule 1, the Avesta International Corporation Invoice dated August 18 2014, and Schedule 2, the Inventory. Sellers do not have any outstanding orders with any third party suppliers for any items listed in Schedule 1 and 2, and do not expect to receive any further shipment of such parts, components, products, or items.

(c)	No Conflict. Neither the execution and delivery of this Purchase

Agreement nor the consummation of the transactions herein contemplated, nor fulfillment of or compliance with the terms and provisions hereof does or will: (i) constitute a default, breach, violation, or grounds for termination of any material agreement to which Sellers are a party, or any material license, permit, or other governmental authorization issued to Sellers, or (ii) result in the creation or imposition of any lien, charge, or encumbrance upon any of the Products, or (iii) result in the violation by Sellers of any law, statute, rule, regulation, judgment, writ, injunction, decree or order to which either Sellers or any of the Products are subject or bound.

(d)	Good and Marketable Title. Sellers own and will convey good and marketable title to all Products, free and clear of any mortgages, liens, pledges, security interests, charges, and encumbrances.

(e)

Litigation; Claims. Sellers warrant that there are no pending, or to Sellers’ knowledge, any threatened legal actions, suits, proceedings, claims, or investigations, nor has there occurred any event which may result in any legal action, suit, proceeding, claim or investigation, by persons, governmental agencies, or others against Sellers relating to ownership or possession of the Products, other than Sellers’ potential dispute with Motopeds regarding shipment of and payment for the Products.

(f)

Taxes. Sellers have duly paid or made appropriate accruals for the payment of all taxes, assessments, fees, and other governmental charges in connection with any of the Products as of the contract date (including, without limitation, all income, withholding, excise, unemployment, Social Security, occupation, franchise, property and import taxes, duties or other government charges, and all deficiency assessments, penalties and interest in respect thereof).

(g)

Compliance with Laws. Sellers are in compliance with all applicable Taiwan, U.S., federal, state and local statutes, regulations, orders and requirements in all material respects with respect to the Products. There are no actions, investigations, audits or other government inquiries currently pending regarding Sellers or Sellers’ employees’ activities, and Sellers have not received any claim or notice, written or oral, from any federal, state or local government agency in Taiwan or the United States that Sellers’ properties violate any statutes, regulation, orders or requirements.

(h)	Equipment. Sellers know of no material adverse condition or material problem with any item of tangible property included in the Products. All of the tangible Products are in new condition with no wear and tear...

(i)

Disclosure of Material Information. Sellers have made available to Buyer or its representatives or agents copies of all material documents concerning the Products. All documents presented and information provided to Buyer by Sellers, or their representatives or agents, concerning the Products, when taken together as a whole, are complete and accurate in all material respects. Neither this Purchase Agreement nor any attachment or schedule hereto, or any document provided by Sellers to Buyer concerning any of the Products, contains any untrue statement of material fact, or omits to state a material fact necessary to make the statements herein or therein not misleading.

(j) Personal Guarantee. For the limited duration between execution of this

Purchase Agreement and Sellers’ performance under sections 3(a) and 3(b) hereinabove, Martyn Castelein and Jojo Castelein, both individually and jointly, hereby warrant and personally guarantee the performance of

Sellers pursuant to this Purchase Agreement. In the event Sellers breach their obligations to Buyer pursuant to section 3(a) and 3(b) of the Purchase Agreement, Martyn Castelein and Jojo Castelein shall be jointly and severally liable for any and all damages caused by Sellers’ breach whether in law or equity, including attorneys’ fees and cost of enforcing this Purchase Agreement.

Representations and Warranties of Buyer. Buyer represents and warrants to Sellers that, as of the Contract date, Buyer has the right, power, and authority to execute, deliver and perform its obligations under this Purchase Agreement. The execution and delivery of this Purchase Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by Buyer.

Indemnification. Sellers hereby agree to indemnify and hold harmless Buyer, its directors, officers, shareholders, employees, successors and assigns from and against any and all claims, demands, liabilities, cause of action, damages, losses, costs, and expenses (including, without limitation, reasonable attorneys’ fees and costs of defense) of any kind or nature whatsoever that may be sustained or suffered by Buyer, its directors, officers, shareholders, employees, successors or assigns, or any of them, in any way relating to, arising out of, or resulting from Seller’s failure to ship or otherwise deliver the Products in accordance with the terms and conditions of this Purchase Agreement.

Injunctive Relief. The parties expressly acknowledge that the Products are unique and are specially manufactured goods that have been substantially delayed in shipment to end customers and are not readily available on the open market. For those reasons and others, Sellers acknowledge, agree, and stipulate that any damage or injury resulting from Seller’s breach of sections 3(a), 3(b) and 6(j) above, specifically including any delay in shipment of Product or failure to ship the required quantity of the Products, is substantial, irreparable, will result in immediate and actual harm to Buyer, and shall give Buyer the right to enforce this Purchase Agreement by a decree of specific performance or an injunctive order by any court of competent jurisdiction in any territory, state, province or country. This provision does not otherwise replace, limit or encumber any rights or interests the parties may have due to breach by either party of the terms of the Purchase Agreement.

10. Non-Competition.

(a) Sellers shall not, either directly or indirectly, without the express prior

written consent of Buyer, engage in any design, manufacture, assembly, marketing, distribution and/or shipment of any parts, components or

products related to or infringe upon the jack shaft or drive systems embodied in the United States Patent No. 7,753,157, or any motorcycles or bicycles that incorporate, include or contain the jack shaft or drive systems embodied in the said patent, anywhere in the world.

(b)	Sellers shall not disparage Buyer, Motopeds, Moto Fusion, Missing Link LLC, or any of their representatives, agents or assigns with respect to the their products, services, or business, regardless of whether they are related to sales of Motopeds.

(c)	Buyer shall not disparage Sellers, Martyn Castelein, Jojo Castelein, or any of their representatives, agents or assigns with respect to the their products, services, or business, regardless of whether they are related to sales of Motopeds

(d)	Sellers expressly acknowledge that their agreement not to compete with Buyer is a material and important consideration for this Purchase Agreement.

(e)	Buyer and Sellers agree that, in the event of a breach by Sellers of this section, Buyer shall be entitled to injunctive relief, its compensable damages, and reasonable attorneys’ fees incurred in enforcing this section.

(f)	Buyer and Sellers agree that, in the event of a breach by Buyer of this section, Sellers shall be entitled to injunctive relief, its compensable damages, and reasonable attorneys’ fees incurred in enforcing this section, and be entitled to sell or dispose of the material as Seller sees fit.

11.

Confidentiality. Sellers and Buyer agree that neither may disclose terms of this Purchase Agreement except to acknowledge: (1) existence of this Purchase Agreement and (2) all issues between the parties, including those with Motopeds, relating to the design, manufacture, payment, shipment and/or delivery of Motopeds products have been “amicably resolved.”

12.	Miscellaneous.

(a)	Governing Law. This Purchase Agreement is executed in United States and shall be interpreted under the laws of the United States. Any disagreements will be resolved by Arbitration in Miami, Florida.

(b)

Tax Consequences. Sellers are responsible for payment of any and all income and other taxes owed by them as a result of the transaction pursuant to this Purchase Agreement, including taxes with respect to the payment of the Purchase Price, and Sellers agree to indemnify, defend and hold harmless Buyer with respect to any such taxes owed.

(c)	Notice of Assignment. Sellers may not assign its interests or delegate its duties under this Purchase Agreement to any other person or entity, except in the case where the Buyer has breached the terms of this agreement.

(d)

Amendment and Waiver. No term or provision of this Agreement may be waived, changed, discharged, modified, or terminated orally or in any manner other than by an instrument in writing signed by the parties hereto or by a writing signed by the party against whom the change, discharge, modification or termination applies. No waiver at any time of any breach of any provision of this Purchase Agreement shall be deemed a waiver or a breach of any other provision herein or a consent to any subsequent breach of the same or any other provision.

(e)	Expenses. Each party shall pay its own fees and expenses incurred in connection with the transactions contemplated hereunder.

(f)	Attorney Fees. Notwithstanding subsection (e) above, in the event of a dispute leading to one or more litigations, the prevailing party shall be entitled to reasonable costs and attorneys’ fees incurred in enforcing this Purchase Agreement.

(g)	Binding Effect. This Purchase Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

(h)

Notices. Any notice or other communications required or permitted under this Purchase Agreement shall be sufficiently given if sent by certified mail, return receipt requested, postage prepaid, to the addresses set forth below or such other addresses as may be furnished in writing by any such party, and such notice or communication shall be deemed to have been given as of the earlier of the date received or three (3) business days from the date mailed.

If to Buyer:

Mr. Troy Covey

APT MotoVox Group Inc. 8844 Hillcrest Road

Kansas City, Missouri 64138

If to Sellers:

Mr. Martyn Castelein for and on behalf of Ocean Group 45-7 Tsao Hsin Road

Daliao District, Kaohsiung

Taiwan, R.O.C.

(i)

Cumulative Rights and Remedies. Any right, power, or remedy provided under this Purchase Agreement to any party hereto shall be cumulative and in addition to any other right, power, or remedy provided under this Purchase Agreement or existing in law or in equity (including, without limitation, the remedies of injunctive relief and specific performance).

(j)	Counterparts. This Purchase Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which counterparts collectively shall constitute one (1) instrument representing the agreement among the parties.

(k)	Headings. The descriptive headings of the sections of this Purchase Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any provision hereof.

(l)

Severability. If any part of this Purchase Agreement shall be determined to be invalid, illegal or unenforceable by any valid Act of Congress or act of any legislature or by any regulation duly promulgated by the United States or a state acting in accordance with the law, or declared null and void by any court of competent jurisdiction, then such part shall be reformed, if possible, to conform to the law and, in any event, the remaining parts of this Purchase Agreement shall be fully effective and operative insofar as reasonably possible.

(m)

Entire Agreement. This Purchase Agreement supersedes all prior discussions and agreements between or among Buyer and Sellers related to the subject matter hereof, and this Purchase Agreement and the schedules and attachments attached hereto or incorporated herein by reference contain the whole and entire agreement between the parties with respect to the transactions contemplated hereby.

IN WITNESS WHEREOF, the respective duly authorized representatives of each party have executed this Purchase Agreement to be effective as of the date above.

SELLERS:

OCEAN GROUP

Signature: /s/ Martyn Castelein

Name: Martyn Castelein

Title: CEO

OCEAN STAINLESS

Signature: /s/ Martyn Castelein

Name: Martyn Castelein

Title: CEO

AVESTA INTERNATIONAL CORP.

Signature: /s/ Jojo Castelein

Name: Jojo Castelein

Title: CEO

MARTYN CASTELEIN

Signature: /s/ Martyn Castelein

JOJO CASTELEIN

Signature: /s/ Jojo Castelein

BUYER:

APT MOTOVOX GROUP, INC.

Signature: /s/ Troy A Covey

Name: Troy A. Covey

Title: President

APT MotoVox Group, Inc. Announces Acquisition of MotoPeds

KANSAS CITY, MISSOURI September 12, 2014 /PRNewswire/ -- APT MotoVox Group, Inc. (OTC BB: MTVX) today announced the acquisition of MotoPed, which debuted last December in a breakaway Kickstarter campaign that quickly went viral. The MotoPed design (soon available in Beach Cruiser, Downhill, and Black Ops Survival bike models) is a radical new mash-up fusing the unique combination of a downhill mountain bike, a motocross motorcycle, and a moped. The MotoPed utilizes a patented jackshaft pedal drive system and various lightweight low-displacement engine packages in order to yield a 115 pound “Frankenbike" of sorts that gets up to 160 miles per gallon as a commuter, while letting its riders slam a back-country trail on the way home.

“While working on a similar design to the MotoPed we were introduced to the creators,” said Wayne Patterson, CEO of APT MotoVox Group. “Due to the design, speed to market, a new product category and the value of the growing momentum, MotoPeds became an obvious target for acquisition. The fact that our patented SmartCarb technology will push this product into a nearly 200 mile per gallon ultra low emission commuters dream, made for an even easier decision. Looking at the expanding commuter and light transportation markets, we found a tremendous opportunity to deliver next-generation hybrids that offer incredible styling, heretofore unheard of flexibility, are green, and economical to operate and maintain. Our new designs will open new market opportunities such as the military, retail, and municipalities," said Mr. Patterson

Chuck Carothers, a principal of MotoPeds and an X Games Gold Medalist and ESPY Award nominee, shared equal enthusiasm. “The acquisition by APT MotoVox was timely because MotoPeds had become a victim of its own success; we simply couldn’t scale to keep up with the demand. Their team of production and sourcing engineers removed the supply chain bottlenecks, enabling MotoPeds to greatly improve production lead-times and delivery schedules. In addition, Motopeds will gain immediate distribution through APT MotoVox’s US and International dealer and retailer network,” said Mr. Carothers.

The Company anticipates new revenues from MotoPed sales to approach $1MM through the end of 2014, followed by an explosive 2015 where sales could exceed $5MM.

The Company will continue to update shareholders, investors, and the riding community with additional developments on products, orders, and special events related to MotoPeds. The company is preparing for a full rebrand, including product updates and redesigns to be unveiled in Q4.

For more product information, visit http://www.motopeds.com/.

About APT MotoVox Group, Inc.:

APT MotoVox Group, Inc. Inc. (OTC BB: MTVX) is a Delaware registered corporation headquartered in Kansas City and is the holding company for the MotoVox® and MotoPed motorsport product lines, SmartCarb® patented fuel system, and the Sonic Flow small engine technology lines (http://www.motovox.com/, http://www.powerapt.com/, and http://www.motopeds.com/).

Forward-Looking Statements

Some statements made in this press release are forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We use words such as "anticipate," "believe," "expect,'' "future," "intend," "plan," and similar expressions to identify forward-looking statements. These statements including those related to the growth of the industry and the Company's performance, are only predictions and are subject to certain risks, uncertainties and assumptions. Additional risks are identified and described in the Company's public filings with the Securities and Exchange Commission. Statements made herein are as of the date of this press release and should not be relied upon as of any subsequent date. The Company's past performance is not necessarily indicative of its future performance. The Company does not undertake, and the Company specifically disclaims any obligation to update any forward-looking statements to reflect occurrences, developments, events, or circumstances after the date of such statement.

Contact

William Maher, SVP

APT MotoVox Group, Inc.

InvRel@motovox.com

Paul Knopick

E & E Communications

940.262.3584

pknopick@eandecommunications.com

APT Moto Vox (CE) (USOTC:MTVX)
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