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


                                 April 3, 2006
                                 -------------
                 Date of Report (Date of earliest event reported)


                           HIGHRIVER ACQUISITION CORP.
                           ---------------------------
              (Exact name of registrant as specified in its charter)


           Delaware                000-50942            Not applicable
           --------                ---------            --------------
(State or other jurisdiction of (Commission File (IRS Employer Identification
        incorporation)              Number)                  No.)


                  P.O. Box 42198, Philadelphia, PA        19101
                  --------------------------------        -----
              (Address of principal executive offices)  (Zip Code)


                                  215-359-2163
                                  ------------
               Registrant's telephone number, including area code


                                 Not applicable
                                 --------------
         (Former name or former address, if changed since last report)


 Check the appropriate box below if the Form 8-K 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))

<PAGE>

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT


       Pursuant  to the terms of a Share Purchase Agreement ("Agreement") dated
April 3, 2006, Brian Kawamura will purchased 11,500,000 shares of the Company's
issued and outstanding  common  stock  from  William Tay, the Company's current
sole  officer,  director  and  shareholder.  The  total  of  11,500,000  shares
represents 98.7% of the Company's outstanding common  stock.  Pursuant  to  the
terms  of  the Agreement, Brian Kawamura will pay a total of $59,900 to William
Tay for his  shares,  of  which  $5,990  deposit  has been paid to date and the
balance in the amount of $53,910 to be paid on or before  April  14,  2006.  As
part  of  the  Acquisition  and  pursuant  to the Share Purchase Agreement, the
following changes to the Company's directors and officers will occur:


       -  William Tay will resign as the Company's President, Chief Executive
          Officer, Chief Financial Officer and Secretary effective on April 14,
          2006.

       -  Brian Kawamura will be appointed as the Company's President Chief
          Executive Officer, Chief Financial Officer and Secretary as of
          April 14, 2006.

       -  Further, Brian Kawamura will be appointed as the sole member of the
          Board of Directors of the Company.

       -  William Tay will then resign as a member of the board of directors of
          the Company.


ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION  OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS


       William Tay will resign as the Company's sole director effective  as  of
April 14, 2006. The resignation  is not the result of any disagreement with the
Company  on  any  matter  relating  to  the  Company's  operations, policies or
practices.

       William  Tay  will  resign as the Company's President,  Chief  Executive
Officer, Chief Financial Officer and Secretary effective April 14, 2006.

       Brian  Kawamura will be  appointed  as  the  Company's  Chief  Executive
Officer, Chief Financial Officer, President and Secretary as of April 14, 2006.

       BRIAN KAWAMURA  -  Mr.  Kawamura  is  currently  the President and Chief
Executive  Officer  of Terra Firma Technologies, Inc., an information  software
company that provides  a  suite  of  Information  Management Services to small,
medium, and large enterprises. Mr. Kawamura is a seasoned  executive  with over
24  years  of  experience  in  the  telecommunications,  energy,  and eCommerce
industries. Mr. Kawamura has held various senior management positions  over the
last 15 years that include President and COO for several publicly traded firms.
Mr.  Kawamura  has  successfully launched one IPO,  negotiated multiple company
acquisitions and several  very  successful  start-ups.  Mr. Kawamura has raised
over  $500  million  in funding for numerous business enterprises. Mr. Kawamura
most notable  successes  have been with companies such as Sprint, Western Union
Communications, Litel, MFS Communications,  KMC  Communications,  Electric City
Corp,  and  eCharge2.  Education:  University  of  Hawaii,  B.S. Marketing  and
Finance.


ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS

(a)  Financial Statements of Business Acquired.

       Not applicable.

(b)  Pro Forma Financial Information.

       Not applicable.

(c)  Exhibits.

       2.1  Share Purchase Agreement dated as of April 3, 2006 between William
            Tay and Brian Kawamura.

<PAGE>

                                  SIGNATURES


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


                                          HIGHRIVER ACQUISITION CORP.



Date: April 4, 2006                       By: /s/ William Tay
                                          ---------------------------------
                                          William Tay
                                          President




<PAGE>
                                                                    Exhibit 2.1

                           SHARE PURCHASE AGREEMENT

       This  Agreement  made as of the 3rd day of April, 2006 ("Agreement"), by
and between WILLIAM TAY,  with  an  address  at  P.O.  Box 42198, Philadelphia,
Philadelphia, PA 19101 ("Seller"), and BRIAN KAWAMURA with an address at 175 W.
Jackson, Suite: 1650, Chicago, IL 60604 ("Purchaser").


                             W I T N E S S E T H:

       WHEREAS,  Seller  is  the record owner and holder of  11,648,000  Common
Shares, par value $.001 par value  (the  "Shares"),  of  HIGHRIVER  ACQUISITION
CORP., a Delaware corporation ("Corporation"), which Corporation has 11,648,000
shares  of  common  stock,  issued  and  outstanding  as  of  the  date of this
Agreement, as more fully described in the attached Exhibit A.

       WHEREAS,  Purchaser  desires  to purchase 11,500,000 of the Shares  from
Seller, which constitutes 98.7% of the  Corporation's  issued  and  outstanding
shares as of the date of this Agreement and Seller desires to sell such  Shares
upon the terms and conditions hereinafter set forth;

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

       1.    PURCHASE  AND SALE OF SHARES.  Subject to the terms and conditions
of this Agreement, Purchaser  agrees  to purchase at the Closing and the Seller
agrees to sell to Purchaser at the Closing, 11,500,000 of Seller's Shares for a
total price of Fifty-Nine Thousand Nine  Hundred  and  00/100 ($59,900.00) (the
"Purchase Price").

       2.    GOOD FAITH DEPOSIT.  At the signing of this  Agreement,  Purchaser
agrees  to  wire transfer to an account to be designated by Seller, the sum  of
Five Thousand  Nine Hundred Ninety and 00/100 ($5,990.00) as an initial deposit
to Seller.  At the Closing, as defined below, Purchaser will pay the balance of
the  Purchase  Price,   Fifty-Three   Thousand  Nine  Hundred  Ten  and  00/100
($53,910.00) to Seller by wire transfer.

       3.    CLOSING.  The purchase and  sale of the Shares shall take place on
or before April 14, 2006; at such time and  place  as  the Purchaser and Seller
mutually agree upon orally or in writing (which time and  place  are designated
as the "Closing").  At Closing, Purchaser shall deliver to Seller,  in cash, by
wire  transfer  to  an  account to be designated by Seller, the balance of  the
Purchase Price in the amount  of  Fifty-Three  Thousand  Nine  Hundred  Ten and
00/100  ($53,910.00),  and  Seller  will  immediately  deliver the following to
Purchaser: (A) the certificates representing the Shares  transferred hereunder,
duly endorsed for transfer to the Purchaser or accompanied by appropriate stock
powers, (B) the original of the Certificate of Incorporation  and  bylaws,  (C)
all  corporate  books  and  records  (including  all accounting records and SEC
filings  to  date);  and (D) written resignations of  incumbent  directors  and
officers of the Corporation.

       4.    REPRESENTATIONS   AND  WARRANTIES  OF  SELLER.   Seller,  as  sole
director  and  officer  of  Corporation,  hereby  represents  and  warrants  to
Purchaser that:

       (i)   Corporation is a  corporation  duly organized and validly existing
             and in good standing under the laws  of  the State of Delaware and
             has the corporate power and authority to carry  on the business it
             is now being conducted.  Corporation and/or Seller  do not require
             any consent and/or authorization, declaration or filing  with  any
             government  or  regulatory  authority  to  undertake  nay  actions
             herein;
       (ii)  Corporation  has  filed  with  the  United  States  Securities and
             Exchange Commission (`SEC") a registration statement on Form 10-SB
             that became effective pursuant to the Securities Exchange  Act  of

<PAGE>

             1934  and  is  a  reporting  company  pursuant  to  Section  12(g)
             thereunder.
       (iii) Corporation  has  timely  filed  and  is  current  on  all reports
             required to be filed by it pursuant to Sections 13 and 15  of  the
             Securities Exchange Act of 1934.
       (iv)  Corporation   is   newly  formed  with  no  financial  information
             available other than the financial information included in its SEC
             filings;
       (v)   There  are  no  legal  actions,   suits,  arbitrations,  or  other
             administrative, legal or governmental  proceedings  threatened  or
             pending  against  the  Corporation  and/or  Seller  or against the
             Seller  or  other  employee,  officer, director or stockholder  of
             Corporation.  Additionally, Seller is not aware of any facts which
             may/might  result  in  or  form  a basis  of  such  action,  suit,
             arbitration or other proceeding on any basis whatsoever;
       (vi)  The Corporation has no subsidiaries  or  any  direct  or  indirect
             ownership   interest   in   any  other  corporation,  partnership,
             association, firm or business in any manner;
       (vii) The Corporation and/or Seller  does not have in effect nor has any
             present intention to put into effect  any  employment  agreements,
             deferred    compensation,   pension   retirement   agreements   or
             arrangements,   options   arrangements,   bonus,   stock  purchase
             agreements, incentive or profit-sharing plans;
       (viii)No person or firm has, or will have, any right, interest  or valid
             claim  against  the  Corporation  for any commission, fee or other
             compensation in connection with the sale of the Shares herein as a
             finder or broker or in any similar capacity as a result of any act
             or omission by the Corporation and/or  Seller  or anyone acting on
             behalf of the Corporation and/or Seller;
       (ix)  The  business  and operation of the Corporation has  and  will  be
             conducted  in  accordance   with   all   applicable  laws,  rules,
             regulations,  judgments.   Neither  the  execution,   delivery  or
             performance  of this Agreement (A) violates the Corporation's  by-
             laws, Articles  of  Incorporation,  Shareholder  Agreements or any
             existing resolutions; and, (B) will cause the Corporation  to lose
             any  benefit  or  any  right  or  privilege  it  enjoys  under the
             Securities Act ("Act") or other applicable state securities laws;
       (x)   Corporation has not conducted any business and/or entered into any
             agreements with third-parties;
       (xi)  This Agreement has been duly executed and delivered by constitutes
             a valid and binding instrument, enforceable in accordance with its
             terms  and does not conflict with or result in a breach of  or  in
             violation of the terms, conditions or provisions of any agreement,
             mortgage,   lease  or  other  instrument  or  indenture  to  which
             Corporation and/or Seller a party or by which they are bound;
       (xii) Seller is the  legal  and  beneficial  owner of the Shares and has
             good and marketable title thereto, free  and  clear  of any liens,
             claims, rights and encumbrances;
       (xiii)Seller  warrants that the Corporation being transferred  shall  be
             transferred with no liabilities and little or no assets, and shall
             defend and hold Purchaser and the Corporation harmless against any
             action by  any  third party against either of them arising out of,
             or as a consequence  of,  any  act  or  omission  of Seller or the
             Corporation prior to, or during the closing contemplated  by  this
             contract of sale; and,
       (xiv) The information contained on Exhibit A is true and correct.

       5.    REPRESENTATIONS  AND  WARRANTIES  OF  PURCHASER.  Purchaser hereby
represents and warrants to Seller that:

       (i)   Purchaser has the power and authority to  execute and deliver this
                    Agreement,  to  perform his obligations  hereunder  and  to
                    consummate  the  transactions   contemplated  hereby.  This
                    Agreement has been duly executed and delivered by Purchaser
                    and constitutes a valid and binding instrument, enforceable
                    in accordance with its terms;
       (ii)  The execution, delivery and performance  of  this  Agreement is in
                    compliance with and does not conflict with or  result  in a
                    breach  of  or  in  violation  of  the terms, conditions or
                    provisions  of  any  agreement, mortgage,  lease  or  other
                    instrument or indenture to which Purchaser is a party or by
                    which Purchaser is bound;

<PAGE>

       (iii) At no time was Purchaser presented with or solicited by or through
                    any   leaflet,  public  promotional   meeting,   television
                    advertisement  or any other form of general solicitation or
                    advertising; and,
       (iv)  Purchaser is purchasing  the Shares solely for his own account for
                    the purpose of investment  and  not  with a view to, or for
                    sale in connection with, any distribution  of  any  portion
                    thereof in violation of any applicable securities law.
       (v)   The  Purchaser  is  an "accredited investor" as defined under Rule
                    501 under the Securities Act.
       (vi)  Purchaser hereby agrees  that  such shares are restricted pursuant
                    to  Rule  144 and therefore  subject  to  Rule  144  resale
                    requirements.

       6.    NOTICES.  Notice shall  be given by certified mail, return receipt
requested, the date of notice being deemed  the  date  of  postmarking. Notice,
unless  either  party  has  notified  the  other of an alternative  address  as
provided hereunder, shall be sent to the address as set forth herein:

                    Seller:             William Tay
                                        P.O. Box 42198
                                        Philadelphia, PA 19101

                    Purchaser:          Brian Kawamura
                                        175 W. Jackson, Suite: 1650
                                        Chicago, IL 60604

       7.    GOVERNING LAW.  This Agreement  shall  be interpreted and governed
in  accordance  with the laws of the State of New York.    The  parties  herein
waive trial by jury.  In the event that litigation results or arise out of this
Agreement or the  performance  thereof,  the  parties agree that the prevailing
party is entitled to reimbursement for the non-prevailing  party  of reasonable
attorney's fee, costs, expenses, in addition to any other relief to  which  the
prevailing party may be entitled.

       8.    CONDITIONS  TO  CLOSING.   The  Closing  is  conditioned  upon the
fulfillment  by  the  Seller  of  the  satisfaction  of the representations and
warranties made herein being true and correct in all material  respects  as  of
the date of Closing.

       9.    SEVERABILITY.  In the event that any term, covenant, condition, or
other  provision  contained  herein  is  held  to be invalid, void or otherwise
unenforceable by any court of competent jurisdiction,  the  invalidity  of  any
such  term,  covenant, condition, provision or Agreement shall in no way affect
any other term, covenant, condition or provision or Agreement contained herein,
which shall remain in full force and effect.

       10.   ENTIRE AGREEMENT.  This Agreement contains all of the terms agreed
upon by the parties  with  respect to the subject matter hereof. This Agreement
has been entered into after full investigation.

       11.   INVALIDITY.  If  any  paragraph of this Agreement shall be held or
declared to be void, invalid or illegal,  for  any  reason,  by  any  court  of
competent  jurisdiction,  such  provision shall be ineffective but shall not in
any way invalidate or effect any  other  clause,  Paragraph, section or part of
this Agreement.

       12.   GENDER AND NUMBER; SECTION HEADINGS.  Words importing a particular
gender mean and include the other gender and words  importing a singular number
mean and include the plural number and vice versa, unless  the  context clearly
indicated  to the contrary.  The section and other headings contained  in  this
Agreement are  for  reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

       13.   AMENDMENTS.  No amendments or additions to this Agreement shall be
binding unless in writing,  signed  by both parties, except as herein otherwise
provided.

<PAGE>

       14.   ASSIGNMENT.  Neither party  may  assign this Agreement without the
express  written  consent of the other party.  Any  agreed  assignment  by  the
Seller shall be effectuated  by  all the necessary corporate authorizations and
governmental and/or regulatory filings.

       15.   CLOSING DOCUMENTS.  Seller  and  Purchaser  agree, at any time, to
execute,  and  acknowledge  where  appropriate,  and  to deliver  any  and  all
documents/instruments,  and take such further action, which  may  necessary  to
carry out the terms, conditions,  purpose  and  intentions  of  this Agreement.
This paragraph shall survive the Closing.

       16.   EXCLUSIVE  AGREEMENT;  AMENDMENT.  This  Agreement supersedes  all
prior  agreements  or  understandings  among the parties with  respect  to  its
subject matter with respect thereto and cannot be changed or terminated orally.

       17.   FACSIMILE SIGNATURES. Execution  of this Agreement and delivery of
signed copies thereof by facsimile signatures from  the parties hereto or their
agents is acceptable to the parties who waive any objections  or defenses based
upon lack of an original signature.

       18.   PUBLICITY.    Except  as otherwise required by law,  none  of  the
parties  hereto  shall  issue  any press  release  or  make  any  other  public
statement, in each case relating  to,  connected  with  or  arising out of this
Agreement or the matters contained herein, without obtaining the prior approval
of  the  other  to the contents and the manner of presentation and  publication
thereof.

       IN WITNESS  WHEREOF,  and  intending  to  be  legally bound, the parties
hereto have signed this Agreement by their duly authorized officers the day and
year first above written.



                                        /s/ Brian Kawamura
                                        ----------------------------------
                                        By: Brian Kawamura



                                        /s/ William Tay
                                        ----------------------------------
                                        By: William Tay
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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

                                 April 3, 2006
                                 -------------
                 Date of Report (Date of earliest event reported)

                           HIGHRIVER ACQUISITION CORP.
                           ---------------------------
              (Exact name of registrant as specified in its charter)

           Delaware                000-50942            Not applicable
           --------                ---------            --------------
(State or other jurisdiction of (Commission File (IRS Employer Identification
        incorporation)              Number)                  No.)

                  P.O. Box 42198, Philadelphia, PA        19101
                  --------------------------------        -----
              (Address of principal executive offices)  (Zip Code)

                                  215-359-2163
                                  ------------
               Registrant's telephone number, including area code

                                 Not applicable
                                 --------------
         (Former name or former address, if changed since last report)

 Check the appropriate box below if the Form 8-K 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 5.01 CHANGES IN CONTROL OF REGISTRANT

       Pursuant  to the terms of a Share Purchase Agreement ("Agreement") dated
April 3, 2006, Brian Kawamura will purchased 11,500,000 shares of the Company's
issued and outstanding  common  stock  from  William Tay, the Company's current
sole  officer,  director  and  shareholder.  The  total  of  11,500,000  shares
represents 98.7% of the Company's outstanding common  stock.  Pursuant  to  the
terms  of  the Agreement, Brian Kawamura will pay a total of $59,900 to William
Tay for his  shares,  of  which  $5,990  deposit  has been paid to date and the
balance in the amount of $53,910 to be paid on or before  April  14,  2006.  As
part  of  the  Acquisition  and  pursuant  to the Share Purchase Agreement, the
following changes to the Company's directors and officers will occur:

       -  William Tay will resign as the Company's President, Chief Executive
          Officer, Chief Financial Officer and Secretary effective on April 14,
          2006.

       -  Brian Kawamura will be appointed as the Company's President Chief
          Executive Officer, Chief Financial Officer and Secretary as of
          April 14, 2006.

       -  Further, Brian Kawamura will be appointed as the sole member of the
          Board of Directors of the Company.

       -  William Tay will then resign as a member of the board of directors of
          the Company.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION  OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS

       William Tay will resign as the Company's sole director effective  as  of
April 14, 2006. The resignation  is not the result of any disagreement with the
Company  on  any  matter  relating  to  the  Company's  operations, policies or
practices.

       William  Tay  will  resign as the Company's President,  Chief  Executive
Officer, Chief Financial Officer and Secretary effective April 14, 2006.

       Brian  Kawamura will be  appointed  as  the  Company's  Chief  Executive
Officer, Chief Financial Officer, President and Secretary as of April 14, 2006.

       BRIAN KAWAMURA  -  Mr.  Kawamura  is  currently  the President and Chief
Executive  Officer  of Terra Firma Technologies, Inc., an information  software
company that provides  a  suite  of  Information  Management Services to small,
medium, and large enterprises. Mr. Kawamura is a seasoned  executive  with over
24  years  of  experience  in  the  telecommunications,  energy,  and eCommerce
industries. Mr. Kawamura has held various senior management positions  over the
last 15 years that include President and COO for several publicly traded firms.
Mr.  Kawamura  has  successfully launched one IPO,  negotiated multiple company
acquisitions and several  very  successful  start-ups.  Mr. Kawamura has raised
over  $500  million  in funding for numerous business enterprises. Mr. Kawamura
most notable  successes  have been with companies such as Sprint, Western Union
Communications, Litel, MFS Communications,  KMC  Communications,  Electric City
Corp,  and  eCharge2.  Education:  University  of  Hawaii,  B.S. Marketing  and
Finance.

ITEM 9.01 FINANCIAL STATEMENT AND EXHIBITS

(a)  Financial Statements of Business Acquired.

       Not applicable.

(b)  Pro Forma Financial Information.

       Not applicable.

(c)  Exhibits.

       2.1  Share Purchase Agreement dated as of April 3, 2006 between William
            Tay and Brian Kawamura.
SIGNATURES

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

                                          HIGHRIVER ACQUISITION CORP.

Date: April 4, 2006                       By: /s/ William Tay
                                          ---------------------------------
                                          William Tay
                                          President
Exhibit 2.1

                           SHARE PURCHASE AGREEMENT

       This  Agreement  made as of the 3rd day of April, 2006 ("Agreement"), by
and between WILLIAM TAY,  with  an  address  at  P.O.  Box 42198, Philadelphia,
Philadelphia, PA 19101 ("Seller"), and BRIAN KAWAMURA with an address at 175 W.
Jackson, Suite: 1650, Chicago, IL 60604 ("Purchaser").

                             W I T N E S S E T H:

       WHEREAS,  Seller  is  the record owner and holder of  11,648,000  Common
Shares, par value $.001 par value  (the  "Shares"),  of  HIGHRIVER  ACQUISITION
CORP., a Delaware corporation ("Corporation"), which Corporation has 11,648,000
shares  of  common  stock,  issued  and  outstanding  as  of  the  date of this
Agreement, as more fully described in the attached Exhibit A.

       WHEREAS,  Purchaser  desires  to purchase 11,500,000 of the Shares  from
Seller, which constitutes 98.7% of the  Corporation's  issued  and  outstanding
shares as of the date of this Agreement and Seller desires to sell such  Shares
upon the terms and conditions hereinafter set forth;

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

       1.    PURCHASE  AND SALE OF SHARES.  Subject to the terms and conditions
of this Agreement, Purchaser  agrees  to purchase at the Closing and the Seller
agrees to sell to Purchaser at the Closing, 11,500,000 of Seller's Shares for a
total price of Fifty-Nine Thousand Nine  Hundred  and  00/100 ($59,900.00) (the
"Purchase Price").

       2.    GOOD FAITH DEPOSIT.  At the signing of this  Agreement,  Purchaser
agrees  to  wire transfer to an account to be designated by Seller, the sum  of
Five Thousand  Nine Hundred Ninety and 00/100 ($5,990.00) as an initial deposit
to Seller.  At the Closing, as defined below, Purchaser will pay the balance of
the  Purchase  Price,   Fifty-Three   Thousand  Nine  Hundred  Ten  and  00/100
($53,910.00) to Seller by wire transfer.

       3.    CLOSING.  The purchase and  sale of the Shares shall take place on
or before April 14, 2006; at such time and  place  as  the Purchaser and Seller
mutually agree upon orally or in writing (which time and  place  are designated
as the "Closing").  At Closing, Purchaser shall deliver to Seller,  in cash, by
wire  transfer  to  an  account to be designated by Seller, the balance of  the
Purchase Price in the amount  of  Fifty-Three  Thousand  Nine  Hundred  Ten and
00/100  ($53,910.00),  and  Seller  will  immediately  deliver the following to
Purchaser: (A) the certificates representing the Shares  transferred hereunder,
duly endorsed for transfer to the Purchaser or accompanied by appropriate stock
powers, (B) the original of the Certificate of Incorporation  and  bylaws,  (C)
all  corporate  books  and  records  (including  all accounting records and SEC
filings  to  date);  and (D) written resignations of  incumbent  directors  and
officers of the Corporation.

       4.    REPRESENTATIONS   AND  WARRANTIES  OF  SELLER.   Seller,  as  sole
director  and  officer  of  Corporation,  hereby  represents  and  warrants  to
Purchaser that:

       (i)   Corporation is a  corporation  duly organized and validly existing
             and in good standing under the laws  of  the State of Delaware and
             has the corporate power and authority to carry  on the business it
             is now being conducted.  Corporation and/or Seller  do not require
             any consent and/or authorization, declaration or filing  with  any
             government  or  regulatory  authority  to  undertake  nay  actions
             herein;
       (ii)  Corporation  has  filed  with  the  United  States  Securities and
             Exchange Commission (`SEC") a registration statement on Form 10-SB
             that became effective pursuant to the Securities Exchange  Act  of
1934  and  is  a  reporting  company  pursuant  to  Section  12(g)
             thereunder.
       (iii) Corporation  has  timely  filed  and  is  current  on  all reports
             required to be filed by it pursuant to Sections 13 and 15  of  the
             Securities Exchange Act of 1934.
       (iv)  Corporation   is   newly  formed  with  no  financial  information
             available other than the financial information included in its SEC
             filings;
       (v)   There  are  no  legal  actions,   suits,  arbitrations,  or  other
             administrative, legal or governmental  proceedings  threatened  or
             pending  against  the  Corporation  and/or  Seller  or against the
             Seller  or  other  employee,  officer, director or stockholder  of
             Corporation.  Additionally, Seller is not aware of any facts which
             may/might  result  in  or  form  a basis  of  such  action,  suit,
             arbitration or other proceeding on any basis whatsoever;
       (vi)  The Corporation has no subsidiaries  or  any  direct  or  indirect
             ownership   interest   in   any  other  corporation,  partnership,
             association, firm or business in any manner;
       (vii) The Corporation and/or Seller  does not have in effect nor has any
             present intention to put into effect  any  employment  agreements,
             deferred    compensation,   pension   retirement   agreements   or
             arrangements,   options   arrangements,   bonus,   stock  purchase
             agreements, incentive or profit-sharing plans;
       (viii)No person or firm has, or will have, any right, interest  or valid
             claim  against  the  Corporation  for any commission, fee or other
             compensation in connection with the sale of the Shares herein as a
             finder or broker or in any similar capacity as a result of any act
             or omission by the Corporation and/or  Seller  or anyone acting on
             behalf of the Corporation and/or Seller;
       (ix)  The  business  and operation of the Corporation has  and  will  be
             conducted  in  accordance   with   all   applicable  laws,  rules,
             regulations,  judgments.   Neither  the  execution,   delivery  or
             performance  of this Agreement (A) violates the Corporation's  by-
             laws, Articles  of  Incorporation,  Shareholder  Agreements or any
             existing resolutions; and, (B) will cause the Corporation  to lose
             any  benefit  or  any  right  or  privilege  it  enjoys  under the
             Securities Act ("Act") or other applicable state securities laws;
       (x)   Corporation has not conducted any business and/or entered into any
             agreements with third-parties;
       (xi)  This Agreement has been duly executed and delivered by constitutes
             a valid and binding instrument, enforceable in accordance with its
             terms  and does not conflict with or result in a breach of  or  in
             violation of the terms, conditions or provisions of any agreement,
             mortgage,   lease  or  other  instrument  or  indenture  to  which
             Corporation and/or Seller a party or by which they are bound;
       (xii) Seller is the  legal  and  beneficial  owner of the Shares and has
             good and marketable title thereto, free  and  clear  of any liens,
             claims, rights and encumbrances;
       (xiii)Seller  warrants that the Corporation being transferred  shall  be
             transferred with no liabilities and little or no assets, and shall
             defend and hold Purchaser and the Corporation harmless against any
             action by  any  third party against either of them arising out of,
             or as a consequence  of,  any  act  or  omission  of Seller or the
             Corporation prior to, or during the closing contemplated  by  this
             contract of sale; and,
       (xiv) The information contained on Exhibit A is true and correct.

       5.    REPRESENTATIONS  AND  WARRANTIES  OF  PURCHASER.  Purchaser hereby
represents and warrants to Seller that:

       (i)   Purchaser has the power and authority to  execute and deliver this
                    Agreement,  to  perform his obligations  hereunder  and  to
                    consummate  the  transactions   contemplated  hereby.  This
                    Agreement has been duly executed and delivered by Purchaser
                    and constitutes a valid and binding instrument, enforceable
                    in accordance with its terms;
       (ii)  The execution, delivery and performance  of  this  Agreement is in
                    compliance with and does not conflict with or  result  in a
                    breach  of  or  in  violation  of  the terms, conditions or
                    provisions  of  any  agreement, mortgage,  lease  or  other
                    instrument or indenture to which Purchaser is a party or by
                    which Purchaser is bound;
(iii) At no time was Purchaser presented with or solicited by or through
                    any   leaflet,  public  promotional   meeting,   television
                    advertisement  or any other form of general solicitation or
                    advertising; and,
       (iv)  Purchaser is purchasing  the Shares solely for his own account for
                    the purpose of investment  and  not  with a view to, or for
                    sale in connection with, any distribution  of  any  portion
                    thereof in violation of any applicable securities law.
       (v)   The  Purchaser  is  an "accredited investor" as defined under Rule
                    501 under the Securities Act.
       (vi)  Purchaser hereby agrees  that  such shares are restricted pursuant
                    to  Rule  144 and therefore  subject  to  Rule  144  resale
                    requirements.

       6.    NOTICES.  Notice shall  be given by certified mail, return receipt
requested, the date of notice being deemed  the  date  of  postmarking. Notice,
unless  either  party  has  notified  the  other of an alternative  address  as
provided hereunder, shall be sent to the address as set forth herein:

                    Seller:             William Tay
                                        P.O. Box 42198
                                        Philadelphia, PA 19101

                    Purchaser:          Brian Kawamura
                                        175 W. Jackson, Suite: 1650
                                        Chicago, IL 60604

       7.    GOVERNING LAW.  This Agreement  shall  be interpreted and governed
in  accordance  with the laws of the State of New York.    The  parties  herein
waive trial by jury.  In the event that litigation results or arise out of this
Agreement or the  performance  thereof,  the  parties agree that the prevailing
party is entitled to reimbursement for the non-prevailing  party  of reasonable
attorney's fee, costs, expenses, in addition to any other relief to  which  the
prevailing party may be entitled.

       8.    CONDITIONS  TO  CLOSING.   The  Closing  is  conditioned  upon the
fulfillment  by  the  Seller  of  the  satisfaction  of the representations and
warranties made herein being true and correct in all material  respects  as  of
the date of Closing.

       9.    SEVERABILITY.  In the event that any term, covenant, condition, or
other  provision  contained  herein  is  held  to be invalid, void or otherwise
unenforceable by any court of competent jurisdiction,  the  invalidity  of  any
such  term,  covenant, condition, provision or Agreement shall in no way affect
any other term, covenant, condition or provision or Agreement contained herein,
which shall remain in full force and effect.

       10.   ENTIRE AGREEMENT.  This Agreement contains all of the terms agreed
upon by the parties  with  respect to the subject matter hereof. This Agreement
has been entered into after full investigation.

       11.   INVALIDITY.  If  any  paragraph of this Agreement shall be held or
declared to be void, invalid or illegal,  for  any  reason,  by  any  court  of
competent  jurisdiction,  such  provision shall be ineffective but shall not in
any way invalidate or effect any  other  clause,  Paragraph, section or part of
this Agreement.

       12.   GENDER AND NUMBER; SECTION HEADINGS.  Words importing a particular
gender mean and include the other gender and words  importing a singular number
mean and include the plural number and vice versa, unless  the  context clearly
indicated  to the contrary.  The section and other headings contained  in  this
Agreement are  for  reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

       13.   AMENDMENTS.  No amendments or additions to this Agreement shall be
binding unless in writing,  signed  by both parties, except as herein otherwise
provided.
14.   ASSIGNMENT.  Neither party  may  assign this Agreement without the
express  written  consent of the other party.  Any  agreed  assignment  by  the
Seller shall be effectuated  by  all the necessary corporate authorizations and
governmental and/or regulatory filings.

       15.   CLOSING DOCUMENTS.  Seller  and  Purchaser  agree, at any time, to
execute,  and  acknowledge  where  appropriate,  and  to deliver  any  and  all
documents/instruments,  and take such further action, which  may  necessary  to
carry out the terms, conditions,  purpose  and  intentions  of  this Agreement.
This paragraph shall survive the Closing.

       16.   EXCLUSIVE  AGREEMENT;  AMENDMENT.  This  Agreement supersedes  all
prior  agreements  or  understandings  among the parties with  respect  to  its
subject matter with respect thereto and cannot be changed or terminated orally.

       17.   FACSIMILE SIGNATURES. Execution  of this Agreement and delivery of
signed copies thereof by facsimile signatures from  the parties hereto or their
agents is acceptable to the parties who waive any objections  or defenses based
upon lack of an original signature.

       18.   PUBLICITY.    Except  as otherwise required by law,  none  of  the
parties  hereto  shall  issue  any press  release  or  make  any  other  public
statement, in each case relating  to,  connected  with  or  arising out of this
Agreement or the matters contained herein, without obtaining the prior approval
of  the  other  to the contents and the manner of presentation and  publication
thereof.

       IN WITNESS  WHEREOF,  and  intending  to  be  legally bound, the parties
hereto have signed this Agreement by their duly authorized officers the day and
year first above written.

                                        /s/ Brian Kawamura
                                        ----------------------------------
                                        By: Brian Kawamura

                                        /s/ William Tay
                                        ----------------------------------
                                        By: William Tay