8-K

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): March 27, 2012

EASTERN WORLD SOLUTIONS INC.

 (Exact Name of Registrant as Specified in Charter)

Nevada	000-54277
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

12300 Dundee Court, Suite 203, Houston, Texas	77429
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (281) 369-4063

Level 39, One Exchange Square, 8 Connaught Place, Central Hong Kong

(Former Name or former address, if changed since last report.)

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 (see General Instruction A.2. below):

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

On March 27, 2012, the registrant entered into an agreement with AQmen Family Holdings, L.L.C., a Texas limited liability company that does business under the assumed name of Avenge Media Partners (“Avenge Media”), whereby Avenge Media agreed to transfer to the registrant a certain business concept and plan which it had developed.  In consideration of the assignment, the registrant’s Chief Executive Officer and majority shareholder, Bradley W. Miller, agreed to(i) transfer to Avenge Media 7,220,070 shares of the registrant’s common stock owned by Mr. Miller and (ii) place in escrow 1,386,180 shares of the registrant’s common stock owned by Mr. Miller which shares are to be issued as signing bonuses under new executive employment agreements currently being negotiated. As a result, the registrant would not be required to make any payment for the acquisition of the business concept and plan.  On March 27, 2012, the registrant’s Board of Directors approved the transaction as so structured and adopted the business concept and business plan as the registrant’s new business purpose.

The business concept and business plan transferred to the registrant by Avenge Media will take the registrant from its current business, which was retail ski wear that the registrant had abandoned, to one of commercializing the Licensed Products (as described below).

On March 27, 2012, the registrant entered into a five year license agreement (the "License Agreement") with MotionNotes, LLC, a Texas limited liability company (the "Licensor") pursuant to which the registrant received an exclusive and worldwide license (excluding the travel and hotel industry) to commercialize all current and future technologies developed by the Licensor, including, but not limited to, MotionNotes web-based video messaging platform and the technologies used therein (the “Licensed Products”).

MotionNotes is a web-based video messaging platform used for the creation of interactive video messaging tools and the mass storage of client media via the Licensor’s cloud-based technology. MotionNotes is also a data collection service that gathers viewer information, their habits and location data. MotionNotes delivers a fully integrated analytics package, enabling real-time tracking and the performance results of a message throughout its lifecycle. In 2012, the Licensor will launch MotionNotes 2.0, the Licensor’s proprietary next generation product, for which the registrant will have an exclusive license under the License Agreement.

In exchange for the exclusive worldwide license as described above, the registrant will pay the Licensor an annual licensing fee of $350,000, plus 5% of gross annual revenue generated by the registrant’s sale of the Licensed Products.

Under the License Agreement, (i) the Licensor shall provide, at its sole cost and expense, continued technology development, software maintenance, technical support and all network services throughout the world, and (ii) the registrant is responsible for establishing and managing, at its sole cost and expense, the sales, marketing, pricing, and billing and client support services throughout the world.

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On March 27, 2012, the registrant entered into an approximately six month exclusive Purchase Option Agreement with Whiteboard Labs, LLC (“Whiteboard”) for the purchase of the majority membership interest held by Whiteboard in MotionNotes, LLC for $1,360,686. The purchase option expires on October 1,2012, unless extended by Whiteboard and the registrant. Pursuant to terms of the Purchase Option Agreement all licensing fees paid by the registrant under terms of the License Agreement shall be credited to the purchase price. MotionNotes, LLC is based in Houston, Texas and successfully launched its propriety cloud-based video messaging technology in 2009 in the hotel and travel industry under a limited exclusive license agreement with Whiteboard.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On March 27, 2012, the registrant acquired from Avenge Media a business concept and business plan.  See Item 1.01 above.  In consideration for the transfer to the registrant,Mr. Miller agreed to (i) transfer to Avenge Media 7,220,070 shares of the registrant’s common stock owned by Mr. Miller and (ii) place in escrow 1,386,180 shares of the registrant’s common stock owned by Mr. Miller which shares are to be issued as signing bonuses under new executive employment agreements currently being negotiated. The Board adopted the business concept and business plan as the registrant’s new business purpose.  Thus, although the concept and plan were acquired by the registrant, the consideration was paid by Mr. Miller.

Item 5.01 Changes in Control of Registrant.

On March 27, 2012, as a result of the transfer of 7,220,070 shares of the registrant’s common stock (out of 11,500,000 shares issued and outstanding) from Mr. Miller to Avenge Media, Avenge Media acquired control of the registrant.  The consideration for the transfer was the assignment, to the registrant, of a business concept and business plan developed by Avenge Media.  Additionally, Mr. Miller resigned as an officer and as a director and Mr. Richard C. Fox was elected as a director and interim CEO, interim CFO and interim Secretary.  See Item 5.02 following. Avenge Media is owned 50% by Mark Van Eman and 50% by Penelope G. Bayne.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 27, 2012, in conjunction with the transfer by Avenge Media to the registrant of the business concept and business plan, the adoption of which by the registrant obviated the need for Mr. Miller’s expertise, Mr. Miller resigned as an officer (President/CEO) and as a director, and Stacy M. Nicole resigned as Secretary. Contemporaneously, the Board elected Mr. Fox as a director and appointed him as interim Chief Executive Officer, interim Chief Financial Officer and interim Secretary, with the primary duty of installing and implementing the business concept and business plan.  Mr. Fox, age 77, is a practicing attorney with prior business executive experience.  Since 1997 Mr. Fox has been the principal of Fox Law Offices, P.A., a Florida professional association for the practice of law, concentrating in business, corporate and securities law.  In addition, in 2004 Mr. Fox founded idolci, Inc., a Providence, Rhode Island-based manufacturer of gelato, and was its Chief Executive Officer until 2009.

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Item8.01 Other Events.

On March 27, 2012, the registrant’s Board of Directors adopted certain Codes and Policies, copies of which are attached to this Form 8-K as exhibits, as follows:

1.	a Code of Ethics;
2.	a Code of Conduct;
3.	an Insider Trading Policy;
4.	a Disclosure Policy; and
5.	a Whistleblower Policy.

The business concept and business plan transferred to the registrant by Avenge Media will take the registrant from its current business, which was retail ski wear that the registrant had abandoned, to one of commercializing the Licensed Products (as described in Item 1.01 of this Current Report).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

10.1	License Agreement, dated as of March 27, 2012, by and between the registrant and MotionNotes, LLC
10.2	Purchase Option Agreement, dated as of March 27, 2012, by and between the registrant and Whiteboard Labs, LLC
14.1	Code of Ethics
14.2	Code of Conduct
14.3	Insider Trading Policy
14.4	Disclosure Policy
14.5	Whistleblower Policy

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SIGNATURE

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.

	EASTERN WORLD SOLUTIONS INC.
Dated: April 2, 2012	By:	/s/ Richard C. Fox
		Name: Richard C. Fox
		Title: Interim Chief Executive Officer

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EX-10.1

Exhibit 10.1

LICENSE AGREEMENT

This LICENSE AGREEMENT (the “Agreement”) is made and effective as of this 27th day of March 2012 (“Effective Date”), by and between EASTERN WORLD SOLUTIONS, INC., a Nevada corporation, (“Licensee”) and MOTIONNOTES, LLC, a Texas limited liability company (“Licensor”). Licensee and Licensor are sometimes referred to collectively as “Parties” or individually as “Party.”

RECITALS

WHEREAS, Licensor is the sole owner of all of the rights, title and interest in and to certain proprietary intellectual property known as “MotionNotes” and consisting of certain Technology, any and all patents, patent applications, trade secrets, copyrights and all trademarks including without limitation the Trademarks, as hereinafter defined (collectively, the “Intellectual Property”); and

WHEREAS, Licensor desires to license to Licensee, and Licensee desires to license from Licensor, the Technology and the Trademarks with an exclusive right to distribute the Licensed Product throughout the world (“Territory”) except in the Hotel and Travel Industry, as hereinafter defined; and

WHEREAS, Licensor is nearing completion of certain New Releases of the Software, as such items are defined herein, and Licensee desires to provide certain assistance to Licensor for the purposes of facilitating the completion of such New Releases.

NOW, THEREFORE, in consideration of the above recitals, which the Parties acknowledge and agree are true and correct, and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereto agree as follows

Definitions:

Unless the context requires otherwise, the following terms shall have the meanings specified when used in this Agreement:

(a) “Documentation” means the applicable user manual(s) containing the functional, performance, operational and other specifications for the Software.

(b) “Enhancement” means modifications, additions and changes to the Software, including those that accomplish structural or functional improvements.

(c) “Error” means the failure of the Software or a Software component to operate in material conformance with or otherwise substantially comply with its functional, performance, operational and other specifications as set forth in its published Documentation.

(d) “Gross Revenue” means the raw income from all revenue generated by Licensee from the sale of the Licensed Products.

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(e) “Hotel and Travel Industry” means the business of providing on a rental basis overnight or extended lodging and accommodations to individuals to utilize hotels, motels, houses, townhomes, condominiums, apartments and the like as well as services related to non-commercial airlines, cruise lines, restaurants and rental cars.

(f) “Licensed Products” means, collectively, all current and future Versions of MotionNotes, MotionNotes Mobile, MotionNotes DQR and any and all other products utilizing all or any part of the Technology.

(g) “Maintenance Fees” means the maintenance of all services including Software Enhancements, Bug-Fixes, Updates, New Releases and Versions.

(h) “MotionNotes” means a messaging platform for sending video messages allowing for the creation of dynamic video messages via, but not limited to, e-mail, quick response codes, and mobile appliance platforms.

(i) “Network Service” means the internet bandwidth, servers, co-location facilities, content distribution network partners and related services, and other equipment necessary to deliver the MotionNotes service.

(j) “New Releases” means new product development releases, upgrades, improvements or changes to the Software that may enhance operating performance by changing the basic functionality of the Software, and expressly including MotionNotes Version 2.0 and MotionNotes Mobile Version 1.0.

(k) “Software” means the “MotionNotes” software owned by Licensor and licensed to Licensee under the terms of this Agreement, including without limitation any Enhancements, Updates, New Releases and Versions, and all source code, object code, firmware, development tools, files, records data and Documentation and all media on which any of the foregoing is recorded.

(l) “Technology” means the Software and all technology of Licensor and any of its principals as applied to the Software, and further includes all Enhancements, New Releases, Updates, Versions and all other improvements, modifications, enlargements, extensions thereto, now or hereafter existing, together with all software programs used in connection with such Software, all proprietary data and trade secrets, all know-how, inventions and discoveries (whether patentable or not), disclosures, trade secrets, proprietary information, know-how, technical data, data bases, data collections, supplier lists, customer lists and potential customer lists and contacts for both, resellers and leads for new business, and all documentation related to any of the foregoing (collectively “Data Collections”).

(m) “Territory” means the world.

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(n) “Trademarks” means the following trademarks, service marks, trade names, logos, or other words or symbols: “MotionNotes” which are and shall remain the exclusive property of Licensor. Within ten business days after Licensor obtains any rights in any other trademarks, service marks, trade names, logos or other words or symbols related to the Technology, such Trademarks shall automatically be included in the license granted to Licensee hereunder.

(o) “Update” means improvements, substitutions or changes to the Software that have been designed to correct Errors.

(p) “Version” means improvements or changes to the Software that are designed to enhance operating performance without changing the basic functions of the Software.

1. License Grant.

(a) License. Licensor hereby grants to Licensee an exclusive license in the Technology and the Trademarks to market and distribute the Licensed Products throughout the Territory during the Term to any business, group, organization or individual other than those listed in Schedule 1 and specifically those doing business in the Hotel and Travel Industry (“License”). Licensee agrees to refer any prospective client inquiries from anyone in the Hotel and Travel Industry to Licensor. Licensor agrees to refer any prospective client inquiries from anyone not in the Hotel and Travel Industry to Licensee.

(b) Sublicense. In addition to the foregoing, Licensor hereby grants to Licensee the right to sublicense to its customers a non-exclusive, revocable right to market and distribute the Licensed Products, except to the Hotel and Travel Industry, within the scope of rights granted to Licensee hereunder.

(c) Use of License. Licensee hereby agrees to market and distribute the Licensed Products in compliance with all applicable laws and regulations and the terms of this Agreement.

2. Support and Network Services.

(a) Licensor shall provide, at its sole cost and expense, technical personnel as reasonably necessary to support on-going training and tier 3 support services to the Licensee’s support personnel for a duration of time as deemed reasonably necessary by mutual consent of the Parties.

(b) Licensor shall provide or cause to be provided at its sole cost and expense all Network Services as may be reasonably necessary to deliver the MotionNotes service in the Territory.

(c) Licensee shall establish and manage at it sole cost and expense the sales and marketing strategy, pricing, billing and Tier 1 and Tier 2 client services.

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3. Term.

(a) Term. The term of this Agreement shall begin on the Effective Date and continue for an initial term of five (5) years (“Term”) unless sooner terminated as set forth herein. This Agreement may be renewed upon the mutual written agreement of the Parties.

(b) Termination. This Agreement may be terminated as follows:

i. by mutual written consent of the Parties;

ii. by Licensor, immediately, in the event that Licensee ceases to do business in the ordinary course or becomes insolvent; or

iii. by either Party, immediately, in the event that the other Party fails to cure a material breach of this Agreement within a period of thirty days following receipt of written notice of such breach.

(c) Survival. Upon expiration or any termination of this Agreement, the provisions of Sections 14, 15, 16 and 19 shall survive for a period of five years.

4. Fees.

In consideration of the License granted hereunder, the New Releases and the support and Network Service to be provided by Licensor, Licensee shall pay to Licensor the following fees:

(a) Licensee agrees to pay to Licensor Three Hundred and Fifty Thousand Dollars ($350,000.00) (“Initial Fee”) in the following manner.

i. Licensor acknowledges the receipt of the first One Hundred and Fifty Thousand Dollars ($150,000.00).

ii. Licensee shall further pay a maximum of Two Hundred Thousand and No/100 Dollars (US $200,000.00) to Licensor as invoiced for the completion and commercial launch of the New Release on or before March 31^st, 2012 as further defined in the First Amendment to Consulting Agreement attached hereto and made part of this agreement.

iii. Licensor further agrees to build and delivery inclusive of the amount stated above an updated MotionNotes website and a Licensee corporate website to be completed and commercially launched on or before March 31^st, 2012. Specifications for both websites to be mutually defined by the Parties as part of the Website Maintenance and Development Agreement attached hereto and made part of this agreement.

(b) Licensor in all subsequent contract year(s) shall receive an annual Licensing Fee of Three Hundred and Fifty Thousand and No/100 Dollars ($350,000.00) on or before March 31^st of each new contract year.

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(c) Commencing March 31^st, 2012 and at the close of each quarter thereafter, Licensee will pay to Licensor an annual Maintenance Fee equal to five percent (5%) of the Gross Revenue generated by the Licensee on the sale(s) of the Licensed Products.

5. Performance Requirements.

Licensee shall maintain the following performance requirements in order to retain the licensing rights in the Territory:

1) A minimum of $1,250,000 in gross revenue for the 2012 calendar year;

2) A minimum of $2,500,000 in gross revenue for the 2013 calendar year;

3) A minimum of $4,000,000 in gross revenue for the 2014 calendar year;

4) A minimum of $7,500,000 in gross revenue for the 2015 calendar year;

5) A minimum of $10,000,000 in gross revenue for the 2016 calendar year

In the event the Licensee is in breach of the minimum performance requirement, Licensee shall have within thirty (30) days after receipt of written notice, to cure the breach. In the event the Licensee does not cure the breach, then the Licensor with proper notice shall have the right to terminate the exclusivity rights of the agreement. In this event Licensee may continue to market and distribute in the Territory but under a non-exclusive License. Furthermore, all current clients and sub-Licensees of the Licensee shall remain a protected customer of the Licensee.

6. Product Designs and Quality.

Licensor agrees to promptly communicate with, educate and train Licensee as to any improvements, Enhancements, Errors, New Releases, Updates, Versions or any new Documentation. Licensee agrees that the Licensed Product will be produced and distributed in accordance with international, federal, state and local laws.

7. Monthly Sales Reports

During the term of this Agreement the Licensee shall provide to the Licensor a monthly sales report certified by the executive management of the Licensee as to the reports accuracy. The monthly report shall be provided to the Licensor 30-days from the end of each completed month. Failure to provide the monthly report in the period prescribed shall constitute a material breach of the Agreement; Licensee shall have within thirty (30) days after receipt of written notice, to cure the breach. In the event the Licensee does not cure the breach, then the Licensor with proper notice shall have the right to terminate this Agreement and/or pursue recovery of any and all damages that it incurs.

8. Audit Rights

During the Term of this Agreement and for a period of one (1) year after the termination hereof, upon written notice to the Licensee, Licensor shall have the right, during reasonable business hours, to audit the financial records of Licensee for the purpose of verifying the Gross Revenues and the License Fees to be paid to Licensor hereunder.

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9. Billing.

During the term hereof, Licensee shall be responsible for billing and the collection of customer receivables. Licensee and Licensor shall establish a Lock box with a mutually agreed upon commercial bank for the collection and processing of account receivables. The parties shall enter into a Lock box agreement prior to March 1, 2012. Each invoice issued by the Licensee to its customers shall include the Lock box address for rendering payments. The commercial bank shall have instructions to direct deposit or forward to Licensee those funds that represent seventy percent (70%) of the Gross Revenues paid. The remaining thirty percent (30%) of the Gross Revenues will be direct deposited to a banking account designated by MotionNotes, LLC.

10. Product Pricing.

Licensee shall have total discretion in setting the prices for the Licensed Products that it sells or sublicenses to its customers in the Territory. In order to maintain price consistency throughout the Territory Licensee shall have approved by the Licensor all pricing strategies and plans for the Territory that are to be listed in any public forum such as but not limited to the internet, Licensees and/or sub-Licensees Website(s), and all publicly distributed material such as but not limited to brochures or advertisements. Licensee shall have total discretion in setting the actual sale price for the Licensed Products with the Licensee’s clients so long as the final negotiated price between the Licensee and the client is not made public in any manner.

11. Protection of Intellectual Property Rights.

Licensee agrees that all Licensed Products, including packaging and all collateral material, will contain such notices of intellectual property rights, including without limitation any patents or copyrights applicable to the Licensed Products and the Trademark, as may be reasonably required by Licensor to evidence Licensor’s ownership of such rights under license to Licensee. Licensee shall use the Trademarks only as they appear on the Licensed Products, promotional materials and web or mobile elements furnished by Licensor to Licensee.

12. Use of MotionNotes Solutions Group Name.

Licensor grants to the Licensee the right to market the Licensed Products under the assumed name “MotionNotes Solutions Group” during the Term of this Agreement and any subsequent renewals. As a provision of the grant, the Licensee may establish a “MotionNotes Solutions Group” business web domain and e-mail services domain for the purposes of marketing and providing communications to the Licensee’s personnel and clients. Upon expiration or termination of this Agreement, the rights hereunder shall terminate and Licensee shall immediately discontinue all use of the assumed name “MotionNotes Solutions Group” to include but not limited to any active web domains and e-mail service domains and all related marketing materials used for the purposes of marketing and providing communications and services to the Licensees personnel and clients.

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13. Provision for MotionNotes E-Mail Accounts.

Licensee is granted, at the sole cost and expense of the Licensor, the right to have individual MotionNotes e-mail accounts established for all authorized personnel of the Licensee for the term of this agreement and any subsequent renewals.

14. Licensor’s Representations and Warranties.

In addition to the other representations and warranties made by Licensor in this Agreement, Licensor hereby represents and warrants to Licensee as follows:

(a) Organization; Good Standing; Authority Licensor is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation, and is qualified to do business in each jurisdiction in which such qualification is necessary. No consent, approval, or authorization of, or declaration, filing or registration with, any governmental or regulatory authority, or any other person or entity, is required to be made or obtained by Licensor in connection with the execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby. Licensor has taken all corporate action necessary for the authorization, execution and delivery of this Agreement and the performance of all of its obligations hereunder, including without limitation the execution and delivery of this Agreement to Licensee. Upon execution, this Agreement shall constitute the legal, valid and binding obligation of Licensor in accordance with its terms.

 (b) No Claims or Litigation There is no action, claim, suit, proceeding or investigation pending or, to the knowledge of Licensor, threatened against Licensor by any governmental entity or other third party, including without limitation any such assertion related to the Technology or the Trademarks. There is no action, claim, suit or proceeding by Licensor currently pending or that Licensor intends to initiate.

(c) Technology Rights

(i) Licensor owns all rights, title and interest in the Technology, including without limitation all rights, title and interest to sue and collect for past infringement of the Technology. Licensee will not be subject to any covenants or restrictions on its enjoyment of the Technology as a result of any prior transaction related to the Technology.

(ii) Licensor has conducted its business in such a manner to protect the confidentiality and value of the Technology. Licensor has no knowledge, and has not received any notice or information of any kind from any source suggesting, that the Technology may belong to a third party.

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(iii) Licensor’s rights in the Technology are free and clear of all liens, claims, mortgages, security interests, pledges, taxes and other encumbrances and restrictions (collectively, the “Encumbrances”). There are no existing contracts, agreements, options, commitments, proposals, bids, offers or rights with, to or in any person or entity to acquire any of the rights in the Technology.

(iv) Licensor shall maintain the Technology, at all times during the Term hereof, free and clear of all Encumbrances.

(v) Schedule 1 contains a complete and accurate list of all of Licensor’s current licensees as of the Effective Date. None of Licensor’s current licensees holds a grant or right in the Technology for use in any business except the Hotel and Travel Industry and, except as expressly noted on Schedule 1, none of the licenses granted to Licensor’s current licensees is transferable or sub-licensable.

(d) Trademark Rights

(i) Licensor owns all rights, title and interest in the Trademarks, including without limitation all right, title and interest to sue and collect for past infringement of the Trademarks. Licensee will not be subject to any covenants or restrictions on its or enjoyment of the Trademarks as a result of any prior transaction related to the Trademarks.

(ii) Licensor has conducted its business in such a manner to protect the confidentiality and value of the Trademarks. Licensor has no knowledge, and has not received any notice or information of any kind from any source suggesting, that the Trademarks may belong to a third party.

(iii) Licensor’s rights in the Trademarks are free and clear of all liens, claims, mortgages, security interests, pledges, taxes and other encumbrances and restrictions. There are no existing contracts, agreements, options, commitments, proposals, bids, offers or rights with, to or in any person or entity to acquire any of the rights in the Trademarks.

(iv) Licensor shall maintain the Trademarks, at all times during the Term hereof, free and clear of all Encumbrances.

(v) The Trademarks set forth in the Definition section of this Agreement is a complete and accurate list of all of Licensor’s Trademarks as of the Effective Date. None of Licensor’s current licensees holds a grant or right to use the Trademarks in any business except the Hotel and Travel Industry and, except as expressly noted on Schedule 1, none of the licenses granted to Licensor’s current licensees is transferable or sub-licensable.

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(e) Documentation All Documentation supplied to Licensee are true and correct copies of the originals.

(f) Software Performance The Software shall perform in accordance with the Documentation and without Error.

15. Licensee’s Representations and Warranties.

In addition to the other representations and warranties made by Licensee in this Agreement, Licensee hereby represents and warrants to Licensor as follows:

(a) Organization; Good Standing; Authority Licensee is a corporation duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation, and is qualified to do business in each jurisdiction in which such qualification is necessary. Licensee has taken all corporate action, and obtained all third party consents and approvals, necessary for the authorization, execution and delivery of this Agreement and the performance of all of its obligations hereunder, including without limitation the execution and delivery of this Agreement to Licensor.

(b) No Claims or Litigation There is no action, claim, suit, proceeding or investigation pending or, to the knowledge of Licensee, threatened against Licensee by any governmental entity or other third party. There is no action, claim, suit or proceeding by Licensee currently pending or that Licensee intends to initiate.

16. Indemnification.

(a)

By Licensor. Licensor shall indemnify and hold harmless Licensee and its affiliates, and all of their respective directors, officers, shareholders, employees, agents, successors and assigns, from and against the full amount of any and all claims, losses, damages, liabilities, injuries, costs and expenses (including without limitation, court costs and reasonable attorney and accountant fees) related to any claim that the Technology, Trademarks, Documentation, or any other item furnished by Licensor hereunder and used by Licensee in connection with Licensee’s License, infringe or misappropriates any intellectual property right of any third party. Licensee shall give Licensor prompt written notice of any claim subject to this provision and cooperate with Licensor as reasonably requested.

(b)

By Both Parties Each Party shall indemnify and hold harmless the other Party and its affiliates, and all of their respective directors, officers, shareholders, members, managers, employees, agents, successors and assigns, from and against the full amount of any and all claims, losses, damages, liabilities, injuries, costs and expenses (including without limitation, court costs and reasonable attorney and accountant fees) arising from, in connection with, or incident to any breach or violation of any of the representations, warranties, covenants or agreements of such Party contained in this Agreement. The Party asserting a claim subject to this provision shall give prompt written notice to the breaching Party setting forth in reasonable detail the basis upon which such claim for indemnity is made.

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17. Default, Bankruptcy, Violation, Etc.

(a) In the event Licensee files a petition in bankruptcy, or if the Licensee becomes insolvent, or makes an assignment for the benefit of creditors, the License granted hereunder shall terminate automatically without the requirement of a written notice. In such event, no further sales of Licensed Product may be made by Licensee, its receivers, agents, administrators or assigns without the express written approval of the Licensor.

(b) If Licensee shall violate any other obligations under the terms of this Agreement, and upon receiving written notice of such violation by Licensor, Licensee shall have thirty (30) days to remedy such violation. If this has not been done, Licensor shall have the option of canceling the Agreement upon ten (10) days written notice. If this event occurs, all sales activity must cease.

18. Right to Terminate.

In the event either Party is in breach of this Agreement, the breaching Party shall have within thirty (30) days after receipt of written notice, to cure the breach. In the event the breaching Party does not cure the breach, then the Party with proper notice shall have the right to terminate this Agreement and/or pursue recovery of any and all damages that it incurs.

19. General Provisions.

(a) Notices All notices given hereunder shall be in writing, and will be delivered to a Party at the address set forth below by personal delivery or delivery postage prepaid by a reputable commercial carrier. Notices are deemed given on the date of receipt if delivered personally or by commercial carrier, or if delivery refused, the date noted on the receipt as first refused. Either Party may from time to time change its address for notices under this Agreement by giving the other Party written notice of such change in accordance with this provision.

Licensor: MotionNotes, LLC
3100 Richmond Avenue, Suite 550
Houston, TX 77098

Licensee: Eastern World Solutions, Inc.
c/o Fox Law Offices, P.A.
561 NE Zebrina Senda
Jensen Beach, FL 34957

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(b) Relationship of Parties The Parties hereto are licensor and licensee. Nothing in this Agreement will be construed to create a partnership, joint venture, franchise, fiduciary, employment or agency relationship between the Parties. Neither Party has any express or implied authority to assume or create any obligations on behalf of the other or to bind the other to any contract, agreement or undertaking with any third party.

(c) Severability If any term or provision of the Agreement, or the application thereof to any person, entity or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or application to other persons, entities or circumstances, shall not be affected thereby, and each term and provision of this Agreement shall be enforced to the fullest extent permitted by law. Any of the provisions of this Agreement which are determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions hereof or affecting the validity or enforceability of any of the provisions of this Agreement in any other jurisdiction.

(d) Waiver Failure by either Party to enforce any term of this Agreement will not be deemed a waiver of future enforcement of that or any other term in this Agreement or any other agreement that may be in place between the Parties. A waiver shall not be effective unless it is in writing and signed by an authorized representative of the waiving Party.

(e) Governing Law; Jurisdiction and Venue

THIS AGREEMENT WILL BE INTERPRETED, CONSTRUED, AND ENFORCED IN ALL RESPECTS IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REFERENCE TO ITS CHOICE OF LAW PRINCIPLES. THE PARTIES HEREBY SUBMIT TO THE JURISDICTION OF THE STATE COURTS OF TEXAS OR ANY FEDERAL COURT OF THE UNITED STATES SITTING IN TEXAS WITH SUBJECT MATTER JURISDICTION, AND WAIVE ANY VENUE OBJECTIONS AGAINST SAID COURTS IN ANY LITIGATION ARISING UNDER THIS AGREEMENT.

(f) Entire Agreement; Amendment This Agreement, including its schedules, exhibits, attachments and any amendments, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and merges and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions. Neither of the Parties will be bound by any conditions, definitions, warranties, understandings, or representations with respect to the subject matter hereof other than as expressly provided herein. No oral explanation or oral information by either Party hereto will alter the meaning or interpretation of this Agreement. The terms and conditions of this Agreement will prevail notwithstanding any different, conflicting or additional terms and conditions that may appear on any letter, email or other communication or other writing not expressly incorporated into this Agreement. The section headings contained in this Agreement are for reference purposes only and will not affect in any way the meaning or interpretation of this Agreement. This Agreement may only be amended in a writing signed by both Parties.

Page 11 of 17

(g)	No Assignment; Binding Effect; No Rights in Third Parties Neither this Agreement nor any rights or obligations hereunder may be assigned, delegated or transferred in any manner by a Party without the prior written consent of the other Party. This Agreement shall be binding upon, and shall inure to the benefit of, the heirs, administrators, personal representatives, successors and permitted assigns of the respective parties hereto. This Agreement is not intended to confer any right or benefit on any third party (including, but not limited to, any shareholder, employee or beneficiary of any Party), and no action may be commenced or prosecuted against a Party by any third party claiming as a third-party beneficiary of this Agreement or any of the transactions contemplated by this Agreement.
(h)	Counterparts This Agreement shall become binding when any one or more counterparts hereof, individually or taken together, shall bear the signatures of each of the Parties hereto. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against the Party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument.
(i)	Drafting; Review by Counsel Both Parties hereto acknowledge and agree that each Party was actively involved in the negotiation and drafting of this Agreement and that no law or rule of construction shall be raised or used in which the provisions of this Agreement shall be construed in favor of or against either Party hereto because one is deemed to be the author thereof.
	BOTH PARTIES ACKNOWLEDGE THAT THEY ARE EXECUTING A LEGAL DOCUMENT THAT CONTAINS CERTAIN DUTIES, OBLIGATIONS AND RESTRICTIONS AS SPECIFIED HEREIN. BOTH PARTIES FURTHERMORE ACKNOWLEDGE THAT THEY HAVE BEEN ADVISED OF THEIR RIGHT TO RETAIN LEGAL COUNSEL, AND THAT THEY HAVE EITHER BEEN REPRESENTED BY LEGAL COUNSEL PRIOR TO THEIR EXECUTION HEREOF OR HAVE KNOWINGLY ELECTED NOT TO BE SO REPRESENTED.
(j)	Expenses If any action or other proceeding relating to the enforcement or interpretation of any provision of this Agreement is brought by a Party, the prevailing Party shall be entitled to recover from the non-prevailing Party all reasonable attorneys' fees, costs and disbursements at all levels of litigation, in addition to any other relief to which the prevailing Party may be entitled.
(k)	No Election of Remedies Except where a time period is otherwise specified, no delay on the part of either Party in the exercise of any right, power, privilege or remedy hereunder shall operate as a waiver thereof, nor shall any exercise or partial exercise of any such right, power, privilege or remedy preclude any further exercise thereof or the exercise of any other right, power, privilege or remedy. The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by a Party shall not preclude or waive its right to use any or all other remedies.

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(l) Force Majeure Either Party will be excused for delays in performance under this Agreement if their inability to perform punctually is caused by force majeure. Force majeure as used herein shall mean, cover and include the following: acts of God, strikes, lock-outs, industrial disturbances, acts of the public enemy, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, wash-outs, tornadoes, hurricanes, windstorms, arrest and restraint of rulers and people, civil disturbances, boycotts, explosions, breakage or accident to machinery or equipment, and any other causes similar to those above, which are not within the reasonable control of the Party claiming force majeure, and which by the exercise of due diligence such Party is unable to overcome, it being understood and agreed by and between the Parties hereto, that upon any event of force majeure if it lasted for a consecutive period of three (3) months, either Party hereto shall be entitled to unilaterally terminate this Agreement with immediate effect, by written notice to the other Party.

Signature Page Follows

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IN WITNESS WHEREOF, this Agreement has been executed and delivered by the duly authorized officers or managers of the Parties as of the Effective Date.

LICENSOR:

MotionNotes, LLC

By:     /s/Rodrigo Jimenez

Rodrigo Jimenez, its Manager

LICENSEE:

Eastern World Solutions, Inc.

By:     /s/Richard C. Fox

Richard C. Fox, its CEO

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SCHEDULE 1

Licensor’s Current Licensees

MotionNotes, LLC has granted Whiteboard Labs, LLC a royalty free perpetual worldwide exclusive License for the MotionNotes software for use in the Hotel and Lodging industry. The hotel and travel industry is defined as the business of providing, on a rental basis, overnight or extended lodging and accommodations to individuals to utilize hotels, motels, houses, townhomes, condominiums, apartments and the like as well as services related to non-commercial airlines, cruise lines, restaurants and rental cars.

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SCHEDULE 1

(Continued)

W3 Media Group, LLC

Distribution Option and Client List

MotionNotes, LLC has granted W3 Media Group, LLC a nine (9) month option to exercise its distribution interest in the Fishing and Hunting markets in the United Sates as well as to exercise its interest in marketing to and supporting the clients listed as part of the MotionNotes and EarthSports sales pipeline list(s) dated August 31^st, 2010(“W3 Client List’).

W3 Media Group, LLC shall be notified no later than 30 days after the commercial release of MotionNotes 2.0 and MotionNotes Mobile 1.0 of the Licensed Products availability and the ability to commence distribution in the Fishing and Hunting markets and to the W3 Client List.

W3 Client List – MotionNotes

 

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SCHEDULE 1

(Continued)

W3 Media Group, LLC

Distribution Option and Client List

W3 Client List – EarthSports

 

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EX-14.1

Exhibit 14.1

EASTERN WOLRD SOLUTIONS INC.

CODE OF ETHICS

APPLICABILITY

This Code of Ethics applies to the Senior Financial Officers of Eastern World Solutions Inc. (the “Company”) as required by the Sarbanes-Oxley Corporate Responsibility Act of 2002. The term “Senior Financial Officers” includes, but is not limited to, the

· President and Chief Executive Officer

· Treasurer and Chief Financial Officer

· Chief Accounting Officer and Controller

· Assistant Treasurers and Assistant Controllers

· Vice-President Finance, and

· Other designated Finance Employees

The above listed individuals (referred to herein as “Senior Financial Officers” or “you”), because of their roles and positions with the Company, have the responsibility for full, fair, accurate, timely and understandable financial disclosure and reporting to the Board of Directors, regulators and stockholders. This Code of Ethics, which is in addition to the Code of Conduct, which also applies to you, provides principles by which you are to conduct and perform your duties.

PRECEPTS

You shall:

· adhere to the Code of Conduct and act with honesty and integrity, including the ethical handling of actual or apparent conflicts of interest between personal and business relationships and will encourage all those responsible to you to act with honesty and integrity so as to proactively promote ethical and honest behavior within the Company and all of its subsidiaries and divisions.

· conduct your duties in accordance with all applicable laws, regulations and rules and encourage all those responsible to you to comply with those laws, regulations and rules.

· recognize your personal responsibility for full, fair, accurate, timely and understandable reporting of the financial condition of the Company, which means that you will:

(i) promptly bring to the attention of the Audit Committee any material information of which you may become aware that affects the disclosures made by the Company in its public filings and statements, including press releases;

(ii) promptly bring to the attention of the Audit Committee any information which you have concerning

(a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data, or

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls;

1

(iii) promptly bring to the attention of the Audit Committee and the Company’s legal counsel any information which you may have concerning any violation of the Company’s Code of Conduct, including any actual or apparent conflicts of interest between personal and business relationships;

(iv) promptly bring to the attention of the Audit Committee and the Company’s legal counsel any information which you may have concerning any violation of this Code of Ethics;

and

(v) promptly bring to the attention of the Audit Committee and the Company’s legal counsel any information which you may have concerning any violation of the federal or state securities laws, rules or regulations or other laws, rules and regulations applicable to the Company or the operation of its business.

· respect the confidentiality of information which you acquire in the course of your work, except when authorized or otherwise legally obligated to disclose, or pursuant to the Code of Conduct or this Code of Ethics

· promote, where appropriate, contact by employees with the Audit Committee regarding any issues concerning improper accounting or financial reporting by the Company, without fear of retaliation.

PERFORMANCE OF YOUR DUTIES

You recognize that as a Senior Financial Officer you have the responsibility for full, fair, accurate, timely and understandable financial disclosure and reporting to the Board of Directors, regulators and stockholders. Accordingly you will work, and encourage those who are responsible to you, to provide such full, fair, accurate, complete, objective and timely financial disclosure and reporting to the Board of Directors, regulators and stockholders. As applicable to your duties, you will maintain all books and records, and reflect all transactions, accurately and completely.

REPORTING VIOLATIONS

You will promptly report any violations of the Code of Conduct and this Code of Ethics which are observed or discovered by you to such persons as may be appropriate, including the Audit Committee and the Company’s legal counsel.

PENALTIES FOR VIOLATION

All Senior Financial Officers are expected to adhere strictly to the Company’s Code of Conduct and this Code of Ethics. Any violation by you of either Code will be subject to appropriate discipline, including written notice in your personnel file, censure or reprimand by the Board of Directors, demotion or reassignment, suspension with or without pay or benefits, and termination of employment. In addition, to the extent that your violation(s) of either Code (i) result in erroneous financial disclosures or (ii) are also a violation of applicable law, rule or regulation, you may be subject to suit by the Company and/or its stockholders as well as to civil or criminal proceedings brought by the Securities and Exchange Commission, state securities agencies or state Attorneys General.

AMENDMENT AND WAIVER

Only the Board of Directors may amend this Code of Ethics. Similarly, no waiver of any provision of this Code of Ethics may be made except by the Board of Directors. Accordingly, you should not rely on any purported amendment or waiver unless you are confident that it has been made by the Board of Directors. Any amendment or waiver will be reported and disclosed as required by law, rule or regulation.

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EX-14.2

Exhibit 14.2

EASTERN WORLD SOLUTIONS INC.

CODE OF CONDUCT

Preamble

This Code of Conduct (the “Code”) applies to the directors, officers, management executives and employees, including the chief executive officer, president, vice-presidents, chief financial officer, treasurer, and secretary of Eastern World Solutions Inc. (the “Company”). This Code is intended to comply with the requirements of Rule 4350(n) of NASDAQ’s corporate governance standards. This Code is in addition to the Code of Ethics which only applies to certain designated officers (“senior financial officers”). In the event of a conflict between this Code and the Code of Ethics, affected senior financial officers should adhere to the provisions of the Company’s Code of Ethics. Any departure from this Code of Conduct by any director, officer or executive officer must be approved by the Board of Directors or a committee designated by the Board of Directors. All such departures shall be disclosed as required by the rules of the exchange or trading facility on which the Company’s Common Stock is traded and the rules and regulations of the Securities and Exchange Commission. Each director, officer, management executive and employee is expected to adhere at all times to this Code of Conduct, the Code of Ethics, the Insider Trading Policy and the Company’s other policies and procedures pertaining to corporate governance.

This Code addresses the Company’s commitment to the honesty, integrity and ethical behavior of the Company’s directors, officers, management executives and employees. These qualities are essential to the Company’s reputation and success. The Company must conduct its business affairs with the highest standards of honesty and integrity. Each of the Company’s directors, officers, management executives and employees is not only expected to conduct his/her business affairs with the highest standards of honesty and integrity, as well as to apply such standards to consultants and other third parties dealing with them or the Company, but also to respect the rights of his/her fellow directors, officers, management executives, and employees, as well as third parties dealing with them or the Company.

As a director, officer, management executive and/or employee of the Company, your actions must be free from discrimination, libel, slander and harassment. Misconduct cannot be excused because it was directed or requested by another party. If you are ever unsure of the appropriate action, you are encouraged to take advantage of the Company’s “open door” and informal environment and raise your concerns with appropriate management personnel.

All persons subject to this Code shall, to the best of their knowledge and ability, adhere to and advocate the following principles and responsibilities governing their professional/business conduct. The failure to adhere to the Code will result in disciplinary action deemed appropriate by supervisory personnel or by the Company’s Board of Directors, which action may include written notice in your personnel file, censure or reprimand by the Board of Directors, demotion or reassignment, suspension with or without pay or benefits, and termination of employment; the provisions of this Code will be enforced consistently from case to case.

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Precepts of the Code

All Company directors, officers, management executives, and employees shall:

1. Act with honesty and integrity and ethically handle all actual or apparent conflicts of interest between personal and professional/business relationships.

2. Endeavor to provide information that is full, fair, accurate, timely, and understandable in all reports and documents that the Company files with, or submits to, the Securities and Exchange Commission or which will be the basis for, or become part of, other filings or communications made by the Company.

3. Endeavor to faithfully comply with all laws, rules and regulations of federal, state, and local governments, and all applicable regulatory agencies and authorities.

4. Proactively promote ethical behavior among peers and subordinates in the work place.

5. Promptly report to the Audit Committee, the Company’s legal counsel or other appropriate persons any violation or suspected violation of this Code.

6. Act in good faith, responsibly, with due care, competence and diligence and not knowingly or recklessly misrepresent material facts or allow their independent judgments to be subordinated.

7. Not use confidential information acquired in the course of their work for personal advantage and not buy or sell the Company’s securities in violation of the federal and state securities laws or the Company’s Insider Trading Policy.

8. Act responsibly in their use of and control over the Company’s assets and resources.

Conflicts of Interest

A “conflict of interest” occurs when your private interest interferes or appears to interfere in any way with the interests of the Company. You must avoid all situations that might lead to a real or apparent material conflict of interest between your self-interest and your duties and responsibilities as a director, officer, management executive or employee of the Company. Any position or interest, financial or otherwise, which could materially conflict with your performance as a director, officer, management executive or employee of the Company, or which affects, or could reasonably be expected to affect, your independence of judgment concerning transactions between the Company, its customers, suppliers or competitors, or otherwise reflects negatively on the Company, would be considered a conflict of interest. In addition, you may not exploit your position or relationship to or with the Company for personal gain. For example, there is a likely conflict of interest if you (i) cause the Company to engage in business transactions with your relatives or friends; (ii) use nonpublic, client, or vendor information for personal gain by you, relatives or friends (including securities transactions based on, or while aware of, such information); or (iii) compete or prepare to compete with the Company while still employed by the Company. Related party transactions approved by the Board of Directors or a committee thereof, upon full disclosure of the facts and your involvement shall not be deemed a conflict of interest.

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To avoid conflicts of interest, you should not:

1. While employed by the Company, accept employment or engage in a business (including consulting or similar arrangements) that may conflict with the performance of your duties or the Company’s interest.

2. Act on behalf of the Company in any transaction in which you or your immediate family has a significant direct or indirect financial interest.

3. Solicit, demand, accept or agree to accept, anything of value (for your personal benefit) from any person in conjunction with the performance of your employment or duties at the Company.

Corporate Information and Opportunities

In the course of your employment by the Company, you will receive a variety of confidential information either because you are required to have the information in order to perform your duties or you are given the information by a co-worker. Using confidential information about the Company or its business for personal benefit or disclosing such information to others outside your normal duties is prohibited. All non-public information about the Company should be considered confidential.

In the course of your employment by the Company, you may become aware of an opportunity, intended for the Company, which you could take advantage of, or participate in, instead of giving it to the Company. Directors, officers, management executives and employees are prohibited from personally benefitting from opportunities that are offered, developed, discovered or of which they otherwise become aware, which are intended for the Company. If, however, an opportunity is presented to the Company, which the Company rejects, you may, upon approval of the Board of Directors or a committee thereof, upon full disclosure of the facts and your involvement, proceed with such opportunity.

Gifts

There are certain limited situations in which you may accept a personal benefit from someone with whom you transact business on behalf of the Company:

1. You may accept gifts not to exceed an aggregate annual total value of $250 from any one individual or entity in recognition of commonly recognized events or occasions (such as a promotion, new job, wedding, retirement, or Christmas/Hanukkah/Kwanza holiday.

2. You may accept something of value if the benefit is available to the general public under the same conditions on which it is available to you.

3. You may accept meals, travel arrangements and accommodations, and entertainment (such as golf outings, sporting events, meals) of reasonable value (not in excess of $250) in the course of a meeting, conference or other occasion to conduct business or foster business relations.

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Fair Dealing

No director, officer, management executive or employee may take unfair advantage of anyone, including the Company’s employees, its customers, its suppliers and even its competitors. Additionally, no one may take advantage of another through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair-dealing practices.

Potential employees are expected, and all employees are required, to advise appropriate personnel of the existence of any former employment agreement, non-compete agreement, non-solicitation agreement, confidentiality agreement or any similar agreement with a former employer that in any way, directly or indirectly, restricts or prohibits the performance of any duties or responsibilities of their proposed or actual positions with the Company. Copies of any such agreements should be provided to the Company to permit evaluation of the agreement in light of the former employer’s position. In no event shall an employee use any trade secrets, proprietary information, or other similar intellectual property acquired in the course of his or her previous employment with another employer in the performance of his or her duties for or an behalf of the Company.

Company Property

Directors, officers, management executives and employees must protect the Company’s property and assets and ensure their efficient and proper use. Therefore, each director, officer, management executive and employee must (i) safeguard the Company’s property and assets from loss or theft and (ii) refrain from taking or using such property for personal use unless such personal use has been pre-approved either by the job description or the person’s supervisor. The Company’s “property” includes not only tangible property, such as office equipment and office supplies, but also intangible property such as proprietary technology, intellectual property such as copyrighted material, software, and computer software programs. You must appropriately secure all of the Company’s property within your control.

Covering up Mistakes; Falsifying Records

Mistakes should never be covered up; experience shows that most mistakes can be corrected if caught promptly but tend to expand if ignored or covered up. Therefore, mistakes should be immediately and fully reported to appropriate members of the Company’s management.

Falsification of any Company, client/customer, or third party record is prohibited.

Reporting of Violations and Wrongdoing

Anyone having evidence of an actual or potential violation of this Code should report such evidence in accordance with the Company’s “Whistleblower Policy”. In the case of directors, officers, and/or management executives, any such evidence should be reported to the Audit Committee. In the case of non-executive employees, any such evidence should be reported to (i) the chief financial officer, or (ii) the Audit Committee, or (iii) the Company’s legal counsel. The Company’s “Whistleblower Policy” provides protection from retaliation to persons who report, in good faith, violations or potential violations of this Code, the Company’s Code of Ethics or the Insider Trading Policy. Reports of violations or potential violations shall be investigated in accordance with the “Whistleblower Policy”.

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Conclusion

The Company does not have an ethical reputation of its own, apart from the behavior of its directors, officers, management executives, and employees. By your and their actions and professional/business behavior, you create the Company’s reputation. And, that reputation is created in a situation-by-situation system. You are encouraged to talk to supervisors, managers or other appropriate personnel when in doubt about the best and ethical course of action in any particular situation. While there are no universal rules, when in doubt ask yourself the following questions:

1. Would I be embarrassed or worse if my family read about this on the front page of the morning paper or heard about in the TV news?

2. Will my actions have the appearance of impropriety or conflict of interest?

3. Will my actions be questioned by my family, my supervisors, friends, associates or the general public?

4. Will my actions be consistent with my personal sense of ethics, or am I trying to fool myself as to the propriety of my actions?

5. Do I believe that my actions are proper and I will not embarrassed or worse if the situation becomes general knowledge both inside and outside the Company?

If you are uncomfortable with your answer to any of the above, you should not take the contemplated actions without first discussing them with appropriate management.

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EX-14.3

Exhibit 14.3

EASTERN WORLD SOLUTIONS INC.

INSIDER TRADING POLICY

(and Guidelines with Respect to Certain Transactions in Eastern World Solutions’ Securities)

I. GENERAL

U.S. securities laws and the SEC’s rules and regulations prohibit any person who possesses “inside information” concerning a public corporation’s securities from buying, selling or trading in that company’s securities or advising others (“tipping”) to buy or sell those securities, until full disclosure of such information has been made to the public. Because Eastern World Solutions Inc. is a publicly-traded company, those laws, rules and regulations apply to it and those who have “inside information” about it. Anyone violating those laws, rules or regulations and engaging in “insider trading” is subject to personal liability and could face criminal penalties.

The term “inside information” means material information about a company, its business, its financial condition, transactions in which it proposes to engage (such as a merger or acquisition), and similar data likely to have an impact on the price of publicly-traded securities. All persons who have such “inside information” are covered by the laws, rules and regulations once they have that information. However, certain persons who are likely to have such information, such as the directors, officers and key executive employees of a publicly-traded company are covered regardless of whether they actually have “inside information” or not.

In order to give guidance to Eastern World Solutions’ directors, officers, key executive employees and all employees who may have “inside information” of Eastern World Solutions, and in order not only to secure compliance with the laws, rules and regulations but also to avoid even the appearance of improper trading or tipping, Eastern World Solutions’ Board of Directors has adopted this “Insider Trading Policy”. This policy does not replace your personal responsibility to understand and comply with the legal prohibition on “insider trading”. If you are a director, officer or key executive employee you are in an especially sensitive position and it is strongly recommended that if there is any question you should obtain additional guidance from the “trading compliance officer”. Likewise, if you are an employee who becomes aware of what may be “inside information” and you have any uncertainty, you are urged to seek guidance from such “trading compliance officer”.

II. STATEMENT OF POLICY

It is the policy of Eastern World Solutions to require compliance with the prohibitions of the federal securities laws, rules and regulations. It is also the policy of Eastern World Solutions to avoid even the appearance of “insider trading” by imposing restrictions on when directors, officers, and key executive employees may buy, sell or trade in Eastern World Solutions’ securities. It is also the policy of Eastern World Solutions to disseminate this Insider Trading Policy to all employees so that if they receive “inside information” they will understand their legal responsibilities.

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III. DEFINITIONS

(A) “Insider”

You are an “insider if you are:

(i) a director of Eastern World Solutions; or

(ii) an officer of Eastern World Solutions (President, Vice-President, Secretary or Treasurer, and assistants); or

(iii) a management executive (CEO, CFO, CIO, etc. and assistants) or

(iv) a key executive employee (Director of Marketing, Director of R&D, etc.) or

(v) a person (“tippee”)who is told “inside information” by any of the above; or

(v) a household member of any of the above.

You are also an “insider” if you are:

(i) an employee, consultant, financial advisor, attorney, accountant, PR/IR consultant, or any other person associated with Eastern World Solutions in any way who comes into possession of “inside information”; or

(ii) a person (tippee”) who is told “inside information” by any of the above; or

(ii) a household member of any of the above.

(B) “Inside Information”

Information is “inside information” if it is (a) “material” and (b)” non-public”.

It is “material” if it would be important to a person considering buying or selling Eastern World Solutions’ securities; that is, if the information would be considered important in making an investment decision, it is material. Any information that could be expected to affect the market price of Eastern World Solutions’ securities, whether positively or negatively, should be considered material. It is impossible to define all categories of information that is “material”, but there are certainly areas which are more sensitive than others and therefore should always be considered to be material, such as:

(i) Financial Results

(ii) Projections of future earnings or losses

(iii) News of a pending or proposed merger, acquisition or tender offer

(iv) News of a pending or proposed purchase or disposition of significant assets

(v) The gain or loss of a significant customer, supplier, source of financing, etc.

(vi) New product or application announcements of a significant nature

(vii) Proposed security offerings, whether debt or equity

(viii) News of stock splits

(ix) News of changes in dividend policy

(x) Significant pricing changes

(xi) Significant liability exposure due to actual or threatened litigation

(xii) News of major changes in senior management

It is “non-public” if it has not been announced to the general public. Normally, information is announced to the general public through a press release and/or a filing with the Securities and Exchange Commission (“SEC”). Furthermore, it is still considered “inside information” until the financial markets have had an opportunity to absorb the information, usually after one full trading day has passed following the date on which the information was disclosed through the press release or the SEC filing.

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(C) “Securities”

The word “securities” includes not only Eastern World Solutions’ Common Stock, but also its Preferred Stock, stock purchase options, warrants, debentures, bonds, and convertible or derivative securities.

(D) “Blackout Period”

A “Blackout Period” is a period of time during which “insiders”, as defined above, are prohibited from buying, selling or otherwise trading in Eastern World Solutions’ securities, as defined above, unless granted permission by Eastern World Solutions’ Trading Compliance Officer. Eastern World Solutions’ “blackout dates” are as follows:

(i) Beginning two (2) weeks prior to the end of a fiscal quarter (March 31, June 30, September 30 and December 31) and ending upon completion of one full trading day after the public announcement of earnings for such quarter - most likely upon the filing of Form 10-Q with the SEC or, in the case of December 31, upon the filing of Form 10-K, unless disclosed to the general public earlier by means of a press release.

(ii) Beginning at the time that it is decided to issue any earnings-related announcement or a public announcement of a significant corporate event and ending upon the completion of one full trading day after such announcement.

(iii) At any time that Eastern World Solutions’ Trading Compliance Officer deems it necessary, due to a pending announcement of an event, transaction, or other material information, etc. that could materially impact Eastern World Solutions and the price of its securities and ending upon the completion of one full trading day after such announcement.

IV. TRADING WINDOWS FOR INSIDERS AND PROHIBITIONS ON TRADING

(A) Trading Permitted: Eastern World Solutions’ directors, officers, management executives, key employees and household members of such insiders may trade in Eastern World Solutions’ securities at any time during non-blackout periods, unless they have material non-public information (“inside information”). The non-blackout periods are from the end of one full trading day after the release of quarterly or annual earnings results until a date 2 weeks before the end of the next fiscal quarter.

(B) Trading Prohibited: Eastern World Solutions’ directors, officers, management executives, key employees and household members of such insiders may not trade in Eastern World Solutions’ securities at any time during blackout periods or when they have material non-public information (“inside information”). This means:

(i) If you are a Eastern World Solutions director, officer, management executive, key employee or a household member of any of such persons, you may not trade in Eastern World Solutions’ securities except in a non-blackout period; and

(ii) If you are a Eastern World Solutions director, officer, management executive, key employee or a household member of any of such persons, you may not trade Eastern World Solutions’ securities, even during a non-blackout period, if you possess material non-public information.

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V. PROHIBITION ON DISCLOSING INSIDE INFORMATION

U.S. securities laws and the SEC’s rules and regulations not only prohibit any person who possesses “inside information” concerning a public corporation’s securities from buying, selling or trading in that company’s securities but also prohibit any such person from advising others to buy or sell those securities, until full disclosure of such information has been made to the public. Telling others to buy or sell Eastern World Solutions’ securities while you possess inside information is known as “tipping” and is equally a violation of the law.

The prohibition against tipping applies to anyone possessing “inside information”, not only Eastern World Solutions’ directors, officers, management executives, key employees and household members of any of such persons, but to every employee as well as to outside third parties who have “inside information”.

To avoid inadvertent tipping, you should refrain from commenting on or responding to questions about Eastern World Solutions while you possess “inside information”. This includes participating in internet “chat rooms” or “message boards”as well as social conversations, media interviews, investor telephone inquiries, or questions from vendors and suppliers.

VI. POTENTIAL CRIMINAL LIABILITY, CIVIL LIABILITY AND/OR DISCIPLINARY ACTION

You are individually responsible for complying with the U.S. securities laws and the SEC’s rules and regulations relating to insider trading. Be aware that trading in Eastern World Solutions’ securities during a non-blackout period is not a “safe harbor” although the safest period for trading is usually the first ten days following the end of a blackout period. This is because as the fiscal quarter progresses, you are more likely to possess “inside information”. This Insider Trading Policy provides guidelines only, and you should exercise appropriate judgment in both your trading in Eastern World Solutions’ securities and the information which you disclose to others.

First, persons who trade in Eastern World Solutions’ securities while they possess “inside information” may be subject to criminal and civil fines and penalties, including disgorgement of all profits, as well as imprisonment.

Second, Insiders may be liable for the improper trading in Eastern World Solutions’ securities by a “tippee” to whom they have disclosed inside information and this is true even if you do not personally profit from the mis-use of the “inside information” but merely passed it on.

Third, employees of Eastern World Solutions’ who violate this Insider Trading Policy will be subject to disciplinary action by the Company, which may include ineligibility for participation in the Company’s equity incentive plans (e.g., stock option plans) or termination of employment.

VII. TRADING COMPLIANCE OFFICER

The Trading Compliance Officer is primarily responsible for the administration of this Insider Trading Policy and will provide general guidance on securities trading by employees. The Company’s initial Trading Compliance Officer is Richard C. Fox, who can be reached at (505) 670-1570. Please direct any questions which you may have to him. From time to time, as necessitated by then current circumstances, the Trading Compliance Officer may impose a blackout period even during what would otherwise be a non-blackout period.

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VIII. REGULATION FD

The SEC has issued a regulation intended to avoid and correct inadvertent disclosures of “inside information”. Under this regulation, known as Regulation FD for “Fair Disclosure”, the Company may immediately file a public disclosure with the SEC by which “inside information” inadvertently disclosed to others can be disclosed to the general public. In the event that you inadvertently disclose “inside information” you should contact the Trading Compliance Officer so that the required corrective action may be taken. Note, however, that the SEC filing is due within 24 hours of the inadvertent disclosure, so immediate action is required on your part.

ACKNOWLEDGMENT OF RECEIPT

AND

CERTIFICATION OF UNDERSTANDING AND COMPLIANCE

I hereby acknowledge that I have received the foregoing Insider Trading Policy. I certify that I have read such Policy, that I understand it and its application to me, that I have had a chance to make inquiries of the Trading Compliance Officer about it, and I agree to abide by its provisions.

Signature:_________________________________

Printed Name:_________________________

Date:__________________________________

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EX-14.4

Exhibit 14.4

EASTERN WORLD SOLUTIONS INC.

DISCLOSURE POLICY

Purposes and Objective

Regulation FD (“Fair Disclosure”) issued by the Securities & Exchange Commission establishes the basic requirement for avoiding “selective disclosure” and disseminating all communication of material corporate information to everyone at the same time. The basic rule of Regulation FD is that whenever the Company or someone acting on its behalf discloses any material nonpublic information to certain persons (e.g., stock brokers, investment analysts, shareholders, etc.), the Company must make public disclosure of that information simultaneously, if the disclosure is intentional, and promptly, if the disclosure is unintentional. The impetus behind Regulation FD is to avoid giving any person an unfair market advantage through selected access to confidential information.

This Disclosure Policy confirms, in writing, Eastern World Solutions Inc.’s disclosure policies and practices. Its primary purpose is to raise the awareness of the directors, officers, executive management, and all other employees of Eastern World Solutions Inc. (the “Company”) to the legal requirements on the disclosure of corporate information by setting out specific requirements for, and limitations on, the dissemination of corporate information. Its secondary purpose is to provide a stated mechanism for handling and correcting inadvertent disclosures so as to encourage employees to assist in maintaining compliance with all legal requirements.

This Disclosure Policy extends to all employees of the Company, not only the directors and senior management. This Disclosure Policy supplements the Company’s Insider Trading Policy, which is also applicable to all employees. All employees, regardless of job title, job description, lack of seniority, or lack of participation in the specific corporate events for which there will be public disclosure are subject to the legal limitations on the communication of corporate information and will be held accountable by regulatory agencies.

The objective of this Disclosure Policy is to ensure that communications about the Company to the investing public are:

● Timely, factual and accurate; and

● Broadly disseminated in accordance with all applicable legal and regulatory requirements.

Principles of Disclosure of Material Information

“Material Information” is any information relating to the business and affairs of the Company that results in, or would reasonably be expected to result in, a significant change in the market price or value of the Company’s securities or that would reasonably be expected to have a significant influence on a reasonable investor’s investment decisions. The Company’s Insider Trading Policy is intended to eliminate the misuse by Company employees of “material information” which has not been publicly disseminated; i.e., “inside information”. This Disclosure Policy supplements that Insider Trading Policy by seeking to control the communication of “material information” such that when the “inside information” is disseminated outside the Company (i.e., to third parties), it is done on a broad, rather than selective, basis, in compliance with Regulation FD.

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There are obvious questions which arise when corporate information is at issue. These include:

● Is the corporate information “material information”?

● If so, is it appropriate to disseminate that information at the current time, or should it remain confidential pending further developments?

● If the information is to be released, how will it be released; by public announcement with a simultaneous press release, or simply by the issuance of a press release?

The answers to these and other questions about the maintenance of confidentiality of material information and its public release must be centralized and coordinated on a consistent basis. In order to do that, the Company’s Board of Directors has established a Disclosure Policy Committee responsible for overseeing the Company’s disclosures. The Committee consists of the CEO, COO, CFO, Executive Vice-President and such other officers as the Board of Directors may appoint.

The Committee will set benchmarks for the preliminary assessment of materiality and will determine when it is appropriate to make public disclosure or when developments justify or require public disclosure. The Committee will meet as conditions dictate and the corporate Secretary will maintain a record of the meetings and the decisions made.

It is essential that the Committee be kept fully apprised of all pending developments in the Company’s business and affairs, whether or not considered to be “material” at the time, so that those developments can be (i) evaluated for materialness, (ii) monitored for development into material information if not yet material, and (ii) scheduled for public dissemination when appropriate and timely.

If it is determined that the information should remain confidential, pending further developments, the Committee will determine how that inside information will be controlled. All employees are directed to the Insider Trading Policy with respect to their actions, in connection with their activities in connection with the Company’s securities, while in possession of such confidential information.

The Committee will review and update this Disclosure Policy on an annual basis or as needed in order to ensure compliance with changing regulatory requirements and experience with the administration of the Disclosure Policy. The Committee will report to the Board of Directors at least annually.

No employee, in the absence of specific authorization from the Committee, is authorized to disclose any confidential information, whether by direct disclosure, in response to inquiries, or if questioned about rumors. (See “Rumors”). The Committee will appoint authorized spokespersons and, absent that designation, no employee is authorized to speak for the Company; i.e., employees who are not authorized spokespersons must not respond under any circumstances to inquiries or requests for comments from the investment community, the media, shareholders, or any other parties and they should refer all such inquiries and requests for comment to the designated spokespersons.

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In complying with the requirement to broadly disclose all material information under applicable laws and trading market regulations ad rules, the Company will adhere to the following basic disclosure principles:

1. Material Information will be publicly disclosed, when the Committee deems appropriate, by press release. If the disclosure is planned and is being made at a meeting (e.g., a shareholders’ meeting) or on a conference call (e.g., a call with investment analysts), a press release will be issued simultaneously. If a disclosure is inadvertently made, the Committee should be notified immediately so that a press release can be promptly issued.

2. Until the Committee deems it appropriate (or there is an inadvertent disclosure) the information will be kept confidential. The Committee may determine that a release of the information is premature because certain aspects are not final. Or, the Committee may determine that disclosure would be unduly detrimental to the Company; e.g., premature release could prejudice negotiations in a corporate transaction.

3. Disclosure must include any information the omission of which would make the rest of the disclosure misleading (half truths are misleading).

4. Unfavorable material information must be disclosed as promptly and completely as favorable information.

5. Selective disclosure is not proper disclosure. Previously undisclosed material information must not be disclosed to selected individuals (for example in an interview with an analyst or in a telephone call with a shareholder). If previously undisclosed material information has been inadvertently disclosed to an analyst, stock broker, shareholder or any other person not bound by an express confidentiality obligation, such information must be broadly disclosed immediately via press release.

6. Disclosure on the Company’s website alone does not constitute adequate broad disclosure of material information.

7. A disclosure must be corrected immediately if the Company subsequently learns that the earlier disclosure contained a material error at the time it was made.

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Authorized Methods of Disclosure

Because of the necessity to carefully control the disclosure of material, non-public information about the Company and to avoid selective disclosure, the Company is adopting certain specific methods for making disclosures. These are:

1. News Releases (Press Releases);

2. Conference Calls (coupled with the simultaneous issuance of a Press Release); and

3. The use of “Designated Spokespersons” only.

● News Releases (Press Releases)

Once the Committee determines that a development is material and is not required to remain confidential, it will authorize the issuance of a press release. If the Committee determines that the development must remain confidential for the time being, appropriate confidentiality notification to affected personnel will be made and control of that inside information will be instituted (please reference the Company’s Insider Trading Policy”). Should confidential material inadvertently be selectively disclosed, the Company will immediately issue a press release and file Form 8-K to fully disclose that information.

If a stock exchange or trading facility on which shares of the Company are listed is open for trading at the time of a proposed announcement, prior notice of a press release announcing material information must be reported to the market surveillance department to enable a trading halt, if deemed necessary by the stock exchange(s) or trading facility. If a press release announcing material information is issued outside of trading hours, market surveillance must be notified before the market opens.

Annual and interim financial results will be publicly released immediately following approval by the Company’s Board of Directors of such financial statements.

Press releases will be disseminated through an approved news wire service that provides simultaneous national and/or international distribution. Press releases will be transmitted to all stock exchange members, relevant regulatory bodies, major business wires, national financial media and the local media in areas where the Company has its headquarters and operations. Press releases will be posted on the Company’s Website immediately after release over the news wires. The new release page of the Website shall include a notice that advises the reader that the information posted was accurate at the time of posting, but may be superseded by subsequent press releases.

● Conference Calls

Conference calls will be held for quarterly earnings reports and major corporate developments, whereby discussion of key aspects is accessible simultaneously to all interested parties, some as participants by telephone and others in a listen-only mode by telephone or by a webcast over the Internet. The call will be preceded by a press release containing all relevant material information. At the beginning of the call, a Company spokesperson will provide appropriate language with respect to any forward-looking statements/information and shall direct participants to

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The Company will provide advance notice of the conference call and/or webcast by issuing a press release announcing the date and time and providing information on how interested parties may access the call and/or webcast. In addition, the Company may send invitations to analysts, institutional investors, the media and others invited to participate. Any non-material supplemental information provided to participants will be posted on the Company’s website to be publicly available. A tape recording of the conference call and/or archived audio webcast on the Internet will be made available following the call for a minimum of 30 days for anyone interested in listening to a replay.

The Committee will hold a debriefing meeting immediately after the conference all or audio webcast and if such debriefing uncovers selective disclosure of previously undisclosed material information, the Company will immediately disclose such information broadly via press release and the filing of Form 8-K.

● Use of Designated Spokespersons

Inadvertent disclosure can easily occur when an employee tries to be “helpful” and answer what may appear to be innocuous or innocent inquiries or respond to requests for comments. While responding to inquiries or comment requests may be helpful to the person asking, at the same time it may be highly detrimental to the Company. First, an inadvertent disclosure must be corrected with prompt public disclosure, i.e., a press release, and timeliness is critical. Often such inadvertent disclosures are not recognized as such in time for a company to make adequate correction, leaving the company with potential liability. Second, even when recognized so that correction can be made on a timely basis, it may be that the corrective disclosure is premature or detrimental to the Company. To avoid this type of inadvertent disclosure, the Disclosure Policy Committee will appoint specifically-designated spokespersons. Those spokesperson, and only those spokespersons, will be authorized to speak for the Company. No employee who is not a designated spokesperson should undertake to respond to inquiries or requests for comment, but should refer all such to the designated spokespersons.

Insider Trading Policy

It is illegal for anyone to purchase or sell securities of a public company with knowledge of material information (“inside information”) that the company has not disclosed. The Company has adopted an Insider Trading Policy prohibiting an employee from trading in the Company’s securities while in possession of undisclosed material information; i.e., “inside information” or confidential information. In addition, to avoid the perception of insider trading, employees are prohibited from trading in the Company’s securities during certain “blackout” periods.

The “Insider Trading Policy” applies to all employees. Any employee in possession of undisclosed, confidential information should consult that Policy for guidance and, if he or she has any questions, consult the Trading Compliance Officer.

Maintaining Confidentiality

Under this Disclosure Policy, only persons designated by the Disclosure Policy Committee as Company spokespersons are authorized to make disclosures on behalf of the Company (see “Designated Spokespersons” below). Under the Insider Trading Policy, an employee privy to confidential information is prohibited from communicating such information to anyone else, unless it is necessary to do so in the ordinary course of business. Deliberate disclosure, however, is not the only way in which confidential information is communicated selectively, and then must be corrected. Inadvertent or negligent disclosure is equally a problem. Employees must be diligent in avoiding such inadvertent or negligent disclosures. Such a disclosure, if one occurs, like any selective disclosure, would require prompt broad disclosure (the issuance of a press release) even though such disclosure might not be “ripe” for disclosure or might be detrimental to the interests of the Company.

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In order to prevent the inadvertent or negligent disclosure of confidential information, employees should ensure the confidentiality of information in their possession outside of the office as well as inside the office by observing the following precautionary procedures:

1. Documents and files containing confidential information should be kept in a safe place to which access is restricted to individuals who “need to know” that information in the necessary course of business.

2. Confidential matters should not be discussed in places where the discussion may be overheard, such as elevators, hallways, restaurants, airplanes, taxis, etc.

3. Confidential matters should not be discussed on wireless telephones or other wireless devices.

4. Confidential documents should not be read or displayed in public places and should not be discarded where others can retrieve them.

5. Transmission of documents by electronic means, such as by fax or directly from one computer to another, should be made only when it is reasonable to believe that the transmission can be made and received under secure conditions.

6. Unnecessary copying of confidential documents should be avoided and documents containing confidential information should be removed promptly from conference rooms and work areas after meetings have been concluded. Extra copies of confidential documents should be shredded or otherwise destroyed.

7. Access to confidential electronic data should be restricted through the use of passwords.

Rumors

The Company does not intend to comment, affirmatively or negatively, on rumors. This applies not only to the typical oral rumors but also to rumors on the Internet; e.g., rumors in chat rooms or similar discussion sites. The Company’s designated spokespersons will respond consistently to any rumors, saying “It is our policy not to comment on market rumors or speculation.” No employee who is not a designated spokesperson should undertake to respond to inquiries or requests for comment, but should refer all such to the designated spokespersons.

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If a stock exchange or trading facility should request that the Company make a definitive statement in response to a market rumor that is causing volatility in the stock, the Committee will consider the matter and decide whether to make a policy exception. In such event, the Company will immediately (a) issue a press release disclosing relevant material information and (b) file a Form 8-K covering such press release.

Contacts with Analysts, Investors and the Media

As noted at the beginning of this Disclosure Policy, a regulation issued by the Securities & Exchange Commission (Regulation FD - “Fair Disclosure”) establishes the basic requirement for avoiding “selective disclosure” and disseminating all communication of material corporate information to everyone at the same time. The impetus behind Regulation FD is to avoid giving any person an unfair market advantage through selected access to confidential information. Accordingly, disclosure in individual or group meetings does not constitute adequate disclosure of information that is considered material non-public information. Therefore, the Company will provide only non-material information through individual and group meetings, in addition to regular publicly-disclosed information. (The Company recognizes that an analyst or investor may construct the bits of released information into a totality that could result in an inference or rumor of a material event; however, the Company shall not alter the materiality of information by breaking down the released information into smaller, non-material components).

At the same time, the Company recognizes that meetings with analysts and significant investors are an important element of the Company’s financial public relations and investor relations programs. The Company will meet with analysts and investors on an individual or small group basis, as needed, and initiate contacts or respond to analyst and investor calls in a timely, consistent and accurate fashion in accordance with this Disclosure Policy.

Because of the inherent conflict, between the limitations of Regulation FD, on the one hand, and the Company’s financial public relations and investor relations programs, on the other, it is critical that all disclosures be made only by the designated spokespersons. Spokespersons will keep notes of telephone conversations with analysts and investors and, where practicable, more than one Company representative shall be present at all individual and group meetings. If a disclosure of previously undisclosed material information is planned to be made at a meeting (e.g., a shareholders’ meeting) or on a conference call (e.g., a call with investment analysts), a press release will be issued simultaneously. A debriefing will be held after such meetings and if such debriefing uncovers an inadvertent disclosure of previously undisclosed material information, the Disclosure Committee should be notified immediately so that a press release can be promptly issued.

The Company will maintain a “frequently asked questions” section on its website and will provide the same sort of detailed non-material and previously disclosed material information that it has provided to analysts and institutional investors.

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Reviewing Analyst Draft Reports and Models

It is the Company’s policy to review, upon request, analyst’s draft research reports and/or models. The Company will review the report or model for the purpose of pointing out errors in fact based on publicly disclosed information. It is the Company’s policy, when an analyst inquires with respect to his or her estimates, to question the analyst’s assumptions if the estimate is a significant outlier among the range of estimates and/or the Company’s published earnings guidance. The Company will limit its comments in responding to such inquiries to non-material information and previously disclosed material information. The Company shall not confirm, or attempt to influence, an analyst’s opinions or conclusions and will not express comfort with the analyst’s model and earnings estimates.

In order to avoid appearing to endorse an analyst’s report or model, the Company will provide its comments orally or will attach a disclaimer to written comments to indicate the report was reviewed only for factual accuracy.

Distributing Analyst Reports

Analyst reports are proprietary products of the analyst’s firm. The market and investors may view distribution or re-circulation of a report by an analyst as an endorsement. For these reasons, the Company will not provide analyst reports through any means to persons outside of the Company or to employees of the Company, including posting such information on its Website. The Company may post on its Website a complete list, regardless of the recommendation, of all the investment firms and analysts who/which provide research coverage on the Company. If provided, such list will not include links to the analyst’s or other third party Website or publication.

Forward-Looking Information

Should the Company elect to disclose forward-looking information (FLI) in continuous disclosure documents, speeches, conference calls, etc., the following guidelines will be observed:

1. The information, if deemed material, will be broadly disseminated via press releases, in accordance with this Disclosure Policy.

2. The information will be clearly identified as forward looking.

3. The Company will identify all material assumptions used in the preparation of the forward-looking information.

4. The information will be accompanied by a statement that identifies, in very specific terms, the risks and uncertainties that may cause the actual results to differ materially from those projected in the statement, including a sensitivity analysis to indicate the extent to which different business conditions from the underlying assumptions may affect the actual outcome.

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5. The FLI will be accompanied by a statement that disclaims the Company’s intention or obligation to update or revise the FLI, whether as a result of new information, future events or otherwise. Notwithstanding this disclaimer, should subsequent events prove past statements about current trends to be materially off target, the Company may choose, in its sole discretion, to issue a press release explaining the reasons for the difference. In such case, the Company will update its guidance on the anticipated impact on revenue and earnings (or other key metrics).

Managing Expectations

The Company will try to ensure, through its regular public dissemination of quantitative and qualitative information, which analysts

Quiet Periods

In order to avoid the potential for selective disclosure or even the perception or appearance of selective disclosure, the Company will observe a quarterly quiet period, during which the Company will not initiate or participate in any meetings or telephone contacts with analysts and investors and no earnings guidance will be provided to anyone, other than responding to unsolicited inquiries concerning factual matters. The quiet period commences on the first day of the month following the end of a quarter and ends with the issuance of a press release disclosing the quarterly results.

Disclosure Record

The Disclosure Committee will maintain a five year file containing all public information released by the Company, including continuous disclosure documents, news releases, analyst’s reports, transcripts or tape recording of conference calls, debriefing notes, notes from meetings and telephone conversations with analysts and investors. The file may, at the Committee’s option, include newspaper clippings and similar third party statements and publicity.

Responsibility for Electronic Communications

This Disclosure Policy also applies to electronic communications. Accordingly, officers and personnel responsible for written and oral public disclosures shall also be responsible for electronic communications.

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The Disclosure Committee is responsible for those sections of the Company’s Website containing all disclosures of material information. Investor relations materials shall be contained within a separate area of the Company’s Website and shall include a notice that advises readers that the information posted was accurate at the time of positing but may be superseded by subsequent disclosures. All data posted to the Website, including text and audiovisual material, shall show the date such material was posted. Any material changes shall be updated immediately. The Committees Disclosure Record will contain data showing the date that material information was posted and/or removed from the Website.

The Committee must approve all links from the Company’s Website to a third party Website. Any such link shall include a notice that advises the reader that he or she is leaving the Company’s Website and that the Company is not responsible for the content of the other site.

The Committee shall be responsible for responses to electronic inquiries. Only public information, or information that could be otherwise disclosed in accordance with this Disclosure Policy shall be utilized in responding to electronic inquiries. No employee who is not a designated spokesperson should undertake to respond to electronic inquiries or requests for comment, but should refer all such to the designated spokespersons.

In order to ensure that no material undisclosed information is inadvertently disclosed, employees are prohibited from participating in Internet chat rooms or newsgroup discussion on matters pertaining to the Company’s activities or its securities. Employees who encounter a discussion pertaining to the Company should advise the Committee immediately so that the discussion can be monitored.

Application and Enforcement

This Disclosure Policy extends to all employees of the Company, its Board of Directors and its authorized spokespersons. New directors, officers, employees and spokesperson shall be provided with a copy of this Disclosure Policy and will be educated about its importance. This Disclosure Policy will be circulated to all employees on an annual basis and whenever changes are made.

Any employee who violates this Disclosure Policy will face disciplinary action up to and including termination of his or her employments with the Company without notice.

The violation of this Disclosure Policy may also violate certain securities laws, subjecting the employee to civil or criminal penalties. If it appears that an employee may have violated such securities laws, the Company may refer the matter to the appropriate regulatory authorities, which could lead to penalties, fines or imprisonment.

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EX-14.5

Exhibit 14.5

EASTERN WORLD SOLUTIONS INC.

WHISTLEBLOWER POLICY

Section 301 of the Sarbanes-Oxley Act of 2002 requires that the Audit Committee of the Board of Directors of this Company establish formal procedures for (a) the receipt, retention, and treatment of complaints and concerns received by the Company regarding accounting, internal accounting controls or auditing matters and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

The Company is committed to achieving compliance with all applicable securities laws, regulations and rules, all accounting standards and accounting controls, and all audit practices. In addition, the Company has adopted an Insider Trading Policy, a Code of Conduct and a Code of Ethics which require the reporting of violations. Accordingly, in order to facilitate the submission by employees, without fear of retaliation, of (i) complaints and concerns relating to Accounting Matters, (ii) reports of violations or suspected violations of the Insider Trading Policy, the Code of Conduct and the Code of Ethics, and/or (iii) reports of fraud, conflicts of interest, and unethical business behavior, the Company’s Board of Directors has established this Whistleblower Policy.

Submission of Complaints and Concerns and Reporting of Violations

Any persons, including employees, with a concern or complaint, or wishing to report a violation of the Insider Trading Policy, the Code of Conduct, the Code of Ethics, or other announced Company policy, may submit their concerns, complaints or reports in writing to the Chairman of the Audit Committee of the Company at its corporate headquarters. In addition, the Company shall establish and maintain a separate internet site which may also be used to submit concerns or complaints or to report a violation or suspected violation. This Whistleblower Policy shall be posted on such site.

Any officer or director who receives a concern or complaint or the report of a violation shall promptly transmit such to the Chairman of the Audit Committee.

Concerns, complaints and reports may be submitted on a confidential basis by the submitter or may be submitted anonymously.

Acting in Good Faith

Anyone filing a concern, complaint or report of a violation or suspected violation must be acting in good faith and have reasonable grounds for believing that the information disclosed is true and accurate. The Company will not discharge, demote, suspend, threaten, harass or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions of an employee with respect to good faith reporting of concerns, complaints or reports of violations or suspected violations. However, employees who knowingly file misleading or false concerns, complaints or reports without a reasonable belief as to truth or accuracy will not be protected by this Whistleblower Policy. Any allegations that prove not to be substantiated and/or which prove to have been made maliciously or knowingly to be false will be viewed as a serious disciplinary offense.

Receipt and Treatment of Concerns, Complaints and Reports of Violations

Upon receipt of any concern, complaint or report of violation, the Chairman of the Audit Committee shall, if possible, acknowledge receipt to the submitter, and shall determine whether the concern, complaint or report relates to Accounting Matters. If it does not, the Chairman shall transmit the concern, complaint or report to the Company’s legal counsel. Concerns, complaints and reports relating to Accounting Matters shall be reviewed by the Audit Committee, which may involve such other persons, such as the Company’s legal counsel, as the Audit Committee shall determine to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.

All concerns, complaints and reports shall be taken seriously and addressed promptly. Should a submitter request anonymity that desire will be respected. Discussions and documentation regarding concerns, complaints and reports shall be kept in strict confidence to the extent appropriate, consistent with the conducting of the Audit Committee review, and applicable laws, rules and regulations.

Retention and Reporting

Concerns, complaints and reports filed under this Whistleblower Policy shall be recorded (with due respect for confidentiality of all persons affected) and controlled by the Chairman of the Audit Committee, who shall maintain all related documentation for six years. All concerns, complaints and reports shall be maintained in secured files to which only the Audit Committee and the Company’s legal counsel shall have full access. The Chairman of the Audit Committee shall track the receipt, review, investigation and resolution of every concern, complaint and report and the tracking log shall be retained with the record of the original concern, complaint or report.

Handling of Concerns, Complaints and Reports of Violations

Prompt and appropriate corrective action will be taken by the Audit Committee or the Company’s legal counsel, when and as warranted in the judgment of the Audit Committee or counsel, as applicable. When possible, and when determined appropriate by the Audit Committee or counsel, as applicable, notice of receipt of the concern, complaint or report, the steps being taken to address it, and any corrective action taken will be given to the submitter, if known.

All members of the Audit Committee shall, with respect to concerns, complaints and reports regarding Accounting Matters, participate in all actions taken and the Chairman of the Audit Committee shall record all votes taken in the tracking log.

Retaliation

Retaliation against any employee who files a concern, complaint or report under this Whistleblower Policy is strictly prohibited. No employee, who in good faith submits a concern, complaint or report, shall suffer harassment, adverse employment consequence or other retaliation. This Whistleblower Policy is intended to encourage and enable employees to submit concerns, complaints and reports. Employees who are determined to have engaged in retaliatory behavior or who fail to maintain an employee’s anonymity, if requested, will be subject to discipline, which may include termination of employment. Any employee who feels that he or she has been subjected to any behavior that violates this protective policy should immediately report such behavior to the Chairman of the Audit Committee and the Company’s legal counsel.