Cuidao Holding Corp Sample Contracts

Cuidao Holding Corp – ADVISORY SERVICE AGREEMENT (October 25th, 2000)

EXHIBIT 10.18 ADVISORY SERVICE AGREEMENT THIS ADVISORY SERVICE AGREEMENT (the "Agreement") is made this 4th day of April 2000 by and between CUIDAO HOLDING CORPORATION, a Florida corporation (the "Company") and CORPORATE ANALYSIS GROUP, INC. a Florida Corporation (the "Advisor"). WHEREAS, Advisor and Advisor's personnel have experience in advising corporate management, strategic planning, corporate development, financial accounting and forcecasting, marketing, structuring investor relations programs, contract negotiations and performing general administrative duties for publicly -held companies and development stage investment ventures; and WHEREAS, the Company desires to retain Advisor to advise and assist the Company in its development on the terms and conditions set forth herein. NOW THEREFORE in consideration of the mutual promises and conditions set forth herein and for other good and valuable c

Cuidao Holding Corp – Import And Distribution Agreement (October 25th, 2000)

EXHIBIT 10.20 Import And Distribution Agreement This agreement is made and entered into this 13th day of July by and between The Dominion Wine Group, LTD (Importer); 100 Tamal Plaza Suite 104, Corte Madera, CA 94925 with Remy Pannier (Provider) and R & R (Bordeaux) Imports, Inc., a Florida USA Corporation (Distributor), with its principal place of business at 2951 Simms Street Hollywood, FL 33020-1510, USA. Recitals Whereas, The Dominion Wine Group LTD is engaged in the importation and sale of Remy Pannier Wine and desires to expand the distribution of such product by having Distributor sell such product in the territory described in paragraph 3 hereof; and Whereas, Distributor desires to market the wine products imported by The Dominion Wine Group LTD and be designated as the exclusive distributor of wine portfolio Remy Pannier for the purposed of selling such products in the territory ass

Cuidao Holding Corp – ADVISORY SERVICE AGREEMENT (October 25th, 2000)

EXHIBIT 10.19 ADVISORY SERVICE AGREEMENT THIS ADVISORY SERVICE AGREEMENT (the "Agreement") is made this 4th day of April 2000 by and between CUIDAO HOLDING CORPORATION, a Florida corporation (the "Company") and ST. MARTIN EQUITY GROUP INC. a Bahamian Corporation (the "Advisor"). WHEREAS, Advisor and Advisor's personnel have experience in advising corporate management, strategic planning, corporate development, financial accounting and forcecasting, marketing, structuring investor relations programs, contract negotiations and performing general administrative duties for publicly -held companies and development stage investment ventures relative to European Markets; and WHEREAS, the Company desires to retain Advisor to advise and assist the Company in its development in Europe on the terms and conditions set forth herein. NOW THEREFORE in consideration of the mutual promises and conditions se

Cuidao Holding Corp – SECOND CONVERTIBLE NOTE ACQUISITION AGREEMENT (October 25th, 2000)

EXHIBIT 10.27 SECOND CONVERTIBLE NOTE ACQUISITION AGREEMENT Section 1. Parties 1.1 This Agreement is made and entered into the 26th day of September 2000 (the "Effective Date"), by and between Cuidao Holding Corp.(hereinafter the "Seller"), and WM Properties of South Florida, Inc.( hereinafter the "Buyer"). Section 2. Definition and Accounting Terms 2.1. Definitions. As used in this Agreement: (a) "Act" means the Securities Act of 1933, as amended. (b) "Affiliate" means any Person (i) that directly or indirectly controls, or is controlled by, or is under common control with the Borrower or a Subsidiary; or (ii) that directly or indirectly beneficially owns or holds five percent (5%) or more of any class of voting stock of the Borrower or any Subsidiary; or (iii) five percent (5%) or more of the voting stock of which is directly or

Cuidao Holding Corp – CONVERTIBLE NOTE ACQUISITION AGREEMENT (October 25th, 2000)

EXHIBIT 10.26 CONVERTIBLE NOTE ACQUISITION AGREEMENT Section 1. Parties 1.1 This Agreement is made and entered into the 31st day of August 2000 (the "Effective Date"), by and between Cuidao Holding Corp.(hereinafter the "Seller"), and WM Properties of South Florida, Inc.( hereinafter the "Buyer"). Section 2. Definition and Accounting Terms 2.1. Definitions. As used in this Agreement: (a) "Act" means the Securities Act of 1933, as amended. (b) "Affiliate" means any Person (i) that directly or indirectly controls, or is controlled by, or is under common control with the Borrower or a Subsidiary; or (ii) that directly or indirectly beneficially owns or holds five percent (5%) or more of any class of voting stock of the Borrower or any Subsidiary; or (iii) five percent (5%) or more of the voting stock of which is directly or indirectly beneficially owned

Cuidao Holding Corp – Services Agreement (October 25th, 2000)

EXHIBIT 10.22 Services Agreement This Services Agreement (this "Agreement") is made and entered into as of this _1st day of August 2000, between Cuidao Holding Corp. ("Cuidao"), whose mailing address is 2951 Simms Street Hollywood, Florida 33024-1510, and Kristene P. Klein ("Consultant"), whose mailing address is 1350 SE 3rd Avenue, #402, Dania, FL 33004. Witnesseth: Whereas, Cuidao desires to engage Consultant as an independent contractor to perform the hereinafter described design, creation, and compliance requirements for the company's beer, wine, and spirits portfolio's labeling and advertising. In doing so, Consultant is to refer any and all sales to company's exclusive distributor, R & R (Bordeaux) Imports, Inc. Now, therefore, in consideration of the premises and the mutual covenants and obligations herein contained, the parties agree as follows: (a) Fees. In consideration of Co

Cuidao Holding Corp – Distribution Agreement (October 25th, 2000)

EXHIBIT 10.25 Distribution Agreement This agreement is made and entered into this 21st day of August by and between The Dominion Wine Group LTD (Broker); 38558 Road 128 P.O. Box 39 Cutler, CA 93615 with Willow Cove Winery (Winery) and R & R (Bordeaux) Imports, Inc., a Florida USA Corporation (Distributor), with its principal place of business at 2951 Simms Street Hollywood, FL 33020-1510, USA. Recitals Whereas, The Dominion Wine Group LTD is engaged in the marketing and sale of Willow Cove Winery and desires to expand the distribution of such product by having Distributor sell such product in the territory described in paragraph 3 hereof; and Whereas, Distributor desires to market the wine products sold by The Dominion Wine Group LTD and be designated as the exclusive distributor of wine portfolio Willow Cove for the purpose of selling such products in the territory assigned to it. Now,

Cuidao Holding Corp – Services Agreement (October 25th, 2000)

EXHIBIT 10.23 Services Agreement This Services Agreement (this "Agreement") is made and entered into as of this _31st day of July 2000, between Cuidao Holding Corp. ("Cuidao"), whose mailing address is 2951 Simms Street Hollywood, Florida 33024-1510, and Yasmine Reger Raia ("Consultant"), whose mailing address is 8495 Twin Lake Drive Boca Raton, FL 33456. Witnesseth: Whereas, Cuidao desires to engage Consultant as an independent contractor to perform the hereinafter described sourcing, reviewing, and evaluation of new products for the Company's portfolio from Belgium and South Africa. Now, therefore, in consideration of the premises and the mutual covenants and obligations herein contained, the parties agree as follows: (a) Fees. In consideration of Consultant performing the Services, Consultant shall be paid an agreed upon sum job by job, to be deducted from

Cuidao Holding Corp – LEASE (August 22nd, 2000)

EXHIBIT 10.17 LEASE THIS LEASE entered into and dated as of the 13th day of JUNE, 2000, between Cuidao Holding Corporation, a Florida Corporation of 2951 Simms Street, Hollywood, Florida 33020-1510, as Lessor, and THE GOODYEAR TIRE & RUBBER COMPANY, an Ohio Corporation having a principal office in the City of Akron, State of Ohio, as Lessee. WITNESSETH, that: Lessor does hereby demise and lease unto Lessee, and Lessee does hereby hire and take from Lessor those certain premises located at and commonly known as 2953 Simms Street in the City of Hollywood, County of Broward and State of Florida 33020, described as follows: Four Thousand Eight Hundred (4,800) square feet of office/storage space located at 2953 Simms Street, Hollywood, Broward County, Florida, contained in building located upon the following described land: The South 174 feet, less the East 150 feet thereof, of that

Cuidao Holding Corp – TERMINATION OPTION AGREEMENT (August 22nd, 2000)

EXHIBIT 10.16 TERMINATION OPTION AGREEMENT AGREEMENT MADE this 19th day of July, 2000, between REU-DOM INVESTMENTS AND HOLDINGS, INC. d/b/a WORLD CLASS BEER IMPORTS ("WCBI") and CUIDAO IMPORTS, CUIDAO HOLDING CORPORATION and CUIDAO (USA) IMPORT COMPANY, INC. (collectively referred to as "CUIDAO") and REUBIN SHARE ("SHARE"), as follows: R E C I T A L S: WHEREAS, WCBI and CUIDAO have entered into an Exclusive Sales/Marketing Agreement, which provides that CUIDAO shall be the exclusive seller and marketer of WCBI's assigned brands; and, WHEREAS, SHARE, who is a principal of WCBI, and CUIDAO have entered into an Service Agreement, whereby SHARE will serve in the capacity of president of the CUIDAO Beer Division; and*, WHEREAS, the parties recognize and acknowledge that the relationship between SHARE and WCBI is such that in the event either the Exclusive Sales/Marketing Agreement or the Service Agreement is prematurely

Cuidao Holding Corp – LOAN AGREEMENT (August 22nd, 2000)

EXHIBIT 10.13 LOAN AGREEMENT ss.1. Parties 1.1. This Agreement is made and entered into the 5th day of April 2000 (the "Effective Date"), by and between Cuidao Holding Corp., and Infinity Financial Group, Inc. ss.2. Definition and Accounting Terms 2.1. Definitions. As used in this Agreement: (a) "Affiliate" means any Person (i) that directly or indirectly controls, or is controlled by, or is under common control with the Borrower or a Subsidiary; or (ii) that directly or indirectly beneficially owns or holds five percent (5%) or more of any class of voting stock of the Borrower or any Subsidiary; or (iii) five percent (5%) or more of the voting stock of which is directly or indirectly beneficially owned or held by the Borrower or a Subsidiary. (b) "Agreement" means this Loan Agreement, as amended, supplemented or modified from time to time. (c

Cuidao Holding Corp – EXCLUSIVE SALES/MARKETING AGREEMENT (August 22nd, 2000)

EXHIBIT 10.14 EXCLUSIVE SALES/MARKETING AGREEMENT AGREEMENT MADE this 18th day of July, 2000 by and between REU-DOM INVESTMENTS AND HOLDINGS, INC. d/b/a WORLD CLASS BEER IMPORTS ("WCBI") and CUIDAO IMPORTS, CUIDAO HOLDING CORPORATION and CUIDAO (USA) IMPORT COMPANY, INC. (collectively referred to as "CUIDAO") as follows: WHEREAS WCBI is in the business of exclusively importing, selling, marketing and distributing imported beers and similar malt beverages in the various states and territories listed on the attached Exhibit "A"; and WHEREAS CUIDAO is in the business of importing, managing and distributing a portfolio of international and regional brands of beer, wines and spirits; and WHEREAS WCBI and CUIDAO believe that there are certain business benefits and advantages which would arise from an ongoing mutually beneficial business relationship between them; NOW, THEREF

Cuidao Holding Corp – SERVICE AGREEMENT (August 22nd, 2000)

EXHIBIT 10.15 SERVICE AGREEMENT This Agreement ("Agreement") is made as of this 19th day of July, 2000 (The "Effective Date ") between Cuidao Imports (the "Company") and Reubin Share (the "Agent"). WITNESSETH: WHEREAS, the Company desires to employ the Agent as President of the Beer Division of Cuidao Imports on the terms and conditions set forth in this Agreement; and, WHEREAS, the Agent desires to accept such employment on the terms and conditions set forth in this Agreement and NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Term: The term of this Agreement shall commence on the Effective Date and shall continue for a period of five (5) year and shall be automatically renewable for additional

Cuidao Holding Corp – 2000 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN (May 23rd, 2000)

EXHIBIT 10.35 2000 EMPLOYEE/CONSULTANT STOCK COMPENSATION PLAN I. PURPOSE OF THE PLAN. The purpose of this Plan is to further the growth of Cuidao Holding Corp., by allowing the Company to compensate consultants and certain other Employees who have provided bona fide services to the Company, through the award of Common Stock of the Company. II. DEFINITIONS. Whenever used in this Plan, the following terms shall have the meanings set forth in this Section: 1. "Award" means any grant of (i) Common Stock or (ii) options or warrants to purchase Common Stock made under this Plan. 2. "Board of Directors" means the Board of Directors of the Company. 3. "Code" means the Internal Revenue Code of 1986, as amended. 4. "Common Stock" means the Common Stock of the Company. 5. "Date of Grant" means the day the Board of Directors authorized the grant of an Award or such later date as may be specified by the Board of Directors as the date a particular A

Cuidao Holding Corp – ASSIGNMENT OF LEASE (April 15th, 1999)

ASSIGNMENT OF LEASE That we, SEBASTIANO SALEMI AND NUNZIA SALEMI, husband and wife, parties of the first part, in consideration of the sum of TEN and 00/100 ($10.00) Dollars, and other valuable considerations, received from or on behalf of CUIDAO HOLDING CROP., a Florida corporation, party of the second part, at or before the unsealing and delivery of these presents the receipt whereof is hereby acknowledged, do hereby grant, bargain, sell assign, transfer and set over unto the said party of the second part a certain lease bearing date the 27th day of January A.D., 1997, between SEBASTIANO SALEMI and NUNZIA SALEMI, husband and wife as Lessor, and LAKER AIRWAYS, INC., a Delaware Corporation as Lessee with regard to that certain property located at 2953 Simms Street, Hollywood, Florida IN WITNESS WHEREOF, we have hereunto set our hands and seals, this 22nd day of January, A.D., 1999. _____________________________ /s/ Sebasti

Cuidao Holding Corp – 1999 EQUITY INCENTIVE PLAN (April 15th, 1999)

CUIDAO HOLDING CORP. 1999 EQUITY INCENTIVE PLAN Originally adopted by the Board of Directors in October 1997 as the Cuidao Holding Corp. 1997 Incentive Stock Option Plan and Amended as the Cuidao Holding Corp. 1999 Equity Incentive Plan by the Board of Directors in February 1999 SECTION 1 INTRODUCTION 1.1 Establishment. Cuidao Holding Corp., a Florida corporation (hereinafter referred to as the "Company"), hereby establishes the Cuidao Holding Corp. 1999 Equity Incentive Plan (the "Plan") for certain key Employees and Consultants of the Company. 1.2 Purposes. The purposes of the Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentive to Employees and Consult

Cuidao Holding Corp – PROMISSORY NOTE (April 15th, 1999)

PROMISSORY NOTE $130,000.00 HOLLYWOOD, FLORIDA January 22nd, 1999 FOR VALUE RECEIVED, the undersigned Borrower jointly and severally promise to pay in lawful money of the United States of America to the order of SEBASTIANO SALEMI and NUNZIA SALEMI, husband and wife, at such address as is indicated below or at such other place as the Holder of this Note shall in writing designate, the principal sum of $130,000.00. The outstanding principal balance of this Note existing from time to time shall bear interest at the rate of 12% per cent per annum from January 22nd, 1999. Principal and Interest shall be payable as follows: Equal monthly installments of interest in the sum of $1,300.00 shall be payable commencing February 22nd, 1999 and continue in like fashion through January 22nd, 2000. Additionally the maker shall pay a principal paymen

Cuidao Holding Corp – PROMISSORY NOTE (April 15th, 1999)

PROMISSORY NOTE --------------- $350,000.00 Coral Springs, Florida January 22, 1999 For value received, the undersigned, CUIDAO HOLDING CORP., a Florida corporation ("Borrower"), promises to pay to the order of EM-STAR MORTGAGE CO., a Florida corporation ("Lender"), located at 10175 West Sample Road, Coral Springs Florida 33065, or such other place as designated by Lender in writing, the principal sum of THREE HUNDRED FIFTY THOUSAND DOLLARS ($350,000.00) together with interest thereon at the rate of TWELVE AND ONE-HALF PERCENT (12.5%) per annum from the date hereof to be paid in lawful money of the United States of America. The first installment of $3,645.83 shall be due and payable on March 1, 1999, and on the first day of each and every month thereafter until February 1, 2002, at which

Cuidao Holding Corp – LEASE (April 15th, 1999)

LEASE ----- Landlord: SEBASTIANO SALEMI and NUNZIA, husband and wife, 4617 Garfield Street, Hollywood, Florida 33021 Tenant: LAKER AIRWAYS, INC., a Delaware Corporation, 2953 Simms Street, Hollywood, Florida 33020 Premises: Four Thousand Eight Hundred (4,800) square feet of office/storage space located at 2953 Simms Street, Hollywood, Broward County, Florida, Contained in a building located upon the following described land: The South 174 feet, less the East 150 feet there

Cuidao Holding Corp – IMPORT AND DISTRIBUTION AGREEMENT (December 30th, 1997)

1 EXHIBIT 10.4 IMPORT AND DISTRIBUTION AGREEMENT This Agreement is made and entered into this 07TH, day of March _, 1997, by and between the ARMADIS - P.O. BOX 8 - 40190 VILLENEUVE DE MARSAN (FRANCE) and, R & R (Bordeaux) Imports, Inc. a Florida, U.S.A. corporation, with its principal place of business, at 3201 West Griffin Road, Suite #204, Ft. Lauderdale, Florida 33312-6900, U.S.A, ("Distributor"). RECITALS WHEREAS, WINERY is engaged in the production and sale of wine and wishes to expand the distribution of such product by having DISTRIBUTOR sell such product in the territory described in Paragraph 3 hereof; and WHEREAS, DISTRIBUTOR desires to market the wine products produced by WINERY and the be designated as the exclusive distributor of WINERY for the purposed of selling such products in the territory assigned to it.

Cuidao Holding Corp – IMPORT AND DISTRIBUTION AGREEMENT (December 30th, 1997)

1 EXHIBIT 10.6 IMPORT AND DISTRIBUTION AGREEMENT This Agreement is made and entered into this 16th day of April, 1997, by and between the VIGNERONS DE BUZET - B.P. 17 F 47160 BUZET SUR BAISE, "WINERY" and, R & R (BORDEAUX) IMPORTS, Inc., a Florida, U.S.A. corporation, with its principal place of business at 3201 West Griffin Road, Suite 204, Ft. Lauderdale, Florida 33312-6900, U.S.A. ("Distributor"). RECITALS WHEREAS, WINERY is engaged in the production and sale of wine and wishes to expand the distribution of such product by having DISTRIBUTOR sell such product in the territory described in Paragraph 3 hereof; and WHEREAS, DISTRIBUTOR desires to market wines assigned in the limited list of wines described in the section 2 and the DISTRIBUTOR is designated as a exclusive DISTRIBUTOR of WINERY for this list described in sectio

Cuidao Holding Corp – IMPORT AND DISTRIBUTION AGREEMENT (December 30th, 1997)

1 EXHIBIT 10.7 IMPORT AND DISTRIBUTION AGREEMENT This agreement is made and entered into this 29th day of September 1997 by and between the Cognac Godet Freres, 1 rue du Duc B.P., 17003 La Rochelle Cedex, France, and R & R (Bordeaux) Imports, Inc., a FLORIDA, USA CORPORATION, with its principal place of business at 3201 West Griffin Road, Suite # 204, Ft. Lauderdale, Florida 33312-6900, USA Distributor). RECITALS *** WHEREAS, GODET FRERES is engaged in the production and sale of Champagne Maxime Godet to expand the distribution of such product by having DISTRIBUTOR sell such product in the territory described in paragraph 3 hereof; and WHEREAS, DISTRIBUTOR desires to market the wine products produced by GODET FRERES and be designated as the exclusive distributor of champagne Maxime Godet for the purposed of sell

Cuidao Holding Corp – DISTRIBUTION AGREEMENT (December 30th, 1997)

1 EXHIBIT 10.2 DISTRIBUTION AGREEMENT This Agreement is made and entered into this 24th day of November, 1997, by and between the People's Republic of China, TSINGTAO BREWERY NO.3 CO.,LTD.("BREWER") and CUIDAO (USA) IMPORT CO., INC., a subsidiary of CUIDAO HOLDING CORP., a Florida U. S. A. corporation, with its principal place of business at 3120 West Griffin Road, Suite #204, Ft. Lauderdale, Florida 33312-6900, U.S.A ("DISTRIBUTOR"). RECITALS WHEREAS, BREWER is engaged in the brewing, production and sale of beer and wishes to expand the distribution of such product by having DISTRIBUTOR sell such product in the territory described in Paragraph 3 hereof; and WHEREAS, DISTRIBUTOR desires to market the beer products brewed by BREWER, and to be designated as the exclusive distributor of BREWER for the purposes of selling such

Cuidao Holding Corp – IMPORT AND DISTRIBUTION AGREEMENT (December 30th, 1997)

1 EXHIBIT 10.5 IMPORT AND DISTRIBUTION AGREEMENT This Agreement is made and entered into this 11th day of March, 1997 by and between the SICA "les Chais du Prevot" 33670 Creon (Gironde - France) and, R & R (Bordeaux) Imports, Inc. (or Assignees) a Florida, U.S.A. corporation, with its principal place of business at 3201 West Griffin Road, Suite #201, Ft. Lauderdale, Florida 33312-6900, U.S.A. ("Distributor"). RECITALS WHEREAS, WINERY is engaged in the production and sale of wine and wishes to expand the distribution of such product by having DISTRIBUTOR sell such product in the territory described in Paragraph 3 hereof; and WHEREAS, DISTRIBUTOR desires to market the wine products produced by WINERY and be designated as the exclusive distributor of WINERY for the purpose of selling such products in the territory assigned to

Cuidao Holding Corp – IMPORT AND DISTRIBUTION AGREEMENT (December 30th, 1997)

1 EXHIBIT 10.3 IMPORT AND DISTRIBUTION AGREEMENT This Agreement is made and entered into this 13th day of December, 1996, by and between the Cave du Vignoble Gursonnais, with its principal place of business at 24610 Carsac de Gurson, France ("Winery") and, R&R (Bordeaux) Imports, Inc. (or Assigns) a Florida, U.S.A. corporation, with its principal place of business at 3201 West Griffin Road, Suite #204, Ft. Lauderdale, Florida 33312- 6900, U.S.A. ("Distributor"). RECITALS WHEREAS, WINERY is engaged in the production and sale of wine and wishes to expand the distribution of such product by having DISTRIBUTOR sell such product in the territory described in Paragraph 3 hereof; and WHEREAS, DISTRIBUTOR desires to market the wine products produced by WINERY and the be designated as the exclusive distributor of WINERY for the purposed

Cuidao Holding Corp – PROMOTIONAL SHARES LOCK-IN AGREEMENT (December 30th, 1997)

1 EXHIBIT 10.9 PROMOTIONAL SHARES LOCK-IN AGREEMENT 1. This Promotional Shares Lock-In Agreement ("Agreement"), which was entered into on the______________ day of______________, 1997, by and between Cuidao Holding Corp., a Florida corporation ("Issuer"), whose principal place of business is located at 3201 West Griffin Road, Suite 204, Ft. Lauderdale, Florida 33312-6900, and ______________________________ ("Security Holder") witnesses that: A. The Issuer has filed an application with the Securities Administrators of the States set forth in Exhibit "A" hereto ("Administrators") to register 260,000 of its units ("Units"), each Unit consisting of one share of the Company's $.0001 par value common stock ("Common Stock") and one Common Stock Purchase Warrant ("Warrant"), for sale to public investors who

Cuidao Holding Corp – 1997 DIRECTORS' STOCK OPTION PLAN (December 30th, 1997)

1 EXHIBIT 10.1 CUIDAO HOLDING CORP. 1997 DIRECTORS' STOCK OPTION PLAN 1. Purposes of the Plan. The purposes of this Directors' Stock Option Plan are to attract and retain the best available personnel for service as Directors of the Company, to provide additional incentive to the Outside Directors of the Company to serve as Directors, and to encourage their continued service on the Board. All options granted hereunder shall be "nonstatutory stock options". 2. Definitions. As used herein, the following definitions shall apply: (a) "Board" means the Board of Directors of the Company. (b) "Code" means the Internal Revenue Code of 1986, as amended. (c) "Common Stock" means the Common Stock of the Company. (d) "Company" means Cuidao Holding Corp., a Florida corporation.