Common use of Organization, Capitalization, etc Clause in Contracts

Organization, Capitalization, etc. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and is qualified in no other state. (b) Each share of preferred stock is convertible into five (5) shares of the Company’s common stock, par value $.001 per share. The shares of the Company’s preferred stock shall be converted into shares of the common stock on the second trading day following the effectiveness of an amendment to the Company’s Articles of Incorporation increasing the number of authorized shares of common stock of the Company from 50,000,000 to 150,000,000 shares. (c) Seller is the sole beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of the Shares, has good and marketable title to all the Shares, and there exists no liens, claims, options, proxies, voting agreements, charges or encumbrances of whatever nature (“Liens”) affecting the Shares. (d) Upon transfer to the Buyer by the Seller of all or any of the Shares, the Buyer will have good and marketable title to the Shares so transferred free and clear of all Liens; (e) Seller does not have outstanding any option, warrant or other right to acquire, directly or indirectly, any securities of the Buyer which are or may by their terms become entitled to vote or any securities which are convertible or exchangeable into or exercisable for any securities of the Buyer which are or may by their terms become entitled to vote, and the Seller is not subject to any offer, contract, arrangement, understanding or relationship (whether or not legally enforceable) which allows or obligates the Seller to vote or acquire any securities of the Buyer; (f) Prior to any filing of an increase in the authorized shares of stock in the Company, Seller and Company shall obtain all necessary shareholder consents and approvals, including, if necessary, the completion of a mailing of an information statement meeting the requirements of Section 14C of the Exchange Act.

Organization, Capitalization, etc. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State state of NevadaColorado, and is qualified to transact business in no other state. (b) Each share of preferred stock is convertible into five (5) shares of the Company’s common stock, par value $.001 per share. The shares of the Company’s preferred stock shall be converted into shares of the common stock on the second trading day following the effectiveness of an amendment to the Company’s Articles of Incorporation increasing the number of authorized shares of common capital stock of the Company from 50,000,000 to 150,000,000 consists of 300,000,000 shares. (c) Seller is the sole beneficial owner (within the meaning , $0.001 par value per share, 105,293,967 pre-split shares of Rule 13d-3 under the Securities Exchange Act of 1934which are validly issued and outstanding, as amended (the “Exchange Act”)) fully paid and nonassessable. All of the Shares, has good shares to be issued by the Company are owned free and marketable title to all the Shares, and there exists no clear of any liens, claims, options, proxiescharges, voting agreementsrestrictions, charges or encumbrances of whatever nature (“Liens”) affecting whatsoever nature. The Company has the unqualified right to issue and deliver the Shares. (d) Upon transfer to the Buyer by the Seller of all or any , and, upon consummation of the Sharestransactions contemplated by this Agreement, the Buyer will have acquire good and marketable valid title to the Shares so transferred Shares, free and clear of all Liens; liens, claims, options, charges, restrictions, and encumbrances of whatsoever nature. The Shares being acquired by the Buyer are "restricted securities" as that term is defined in Rule 144 of the Securities Act of 1933 (ethe "Act") Seller does not have and will contain an appropriate legend as to the foregoing. There are no outstanding any option, warrant options or other right agreements of any nature whatsoever relating to acquire, directly or indirectly, the issuance by the Company of any securities of the Buyer which are or may by their terms become entitled to vote or any securities which are convertible or exchangeable into or exercisable for any securities of the Buyer which are or may by their terms become entitled to vote, and the Seller is not subject to any offer, contract, arrangement, understanding or relationship (whether or not legally enforceable) which allows or obligates the Seller to vote or acquire any securities of the Buyer; (f) Prior to any filing of an increase in the authorized shares of its capital stock. There is a Preferred stock in with authorized capitalization of 50,000,000 shares, of which there are issued and outstanding 482,815 shares. The Preferred stock is, at option of the Company, Seller convertible into 1 shares of common for 1 shares of Preferred. The Company has exercised this conversion and letters have been sent to the Preferred shareholders. The Board of Directors and Company shall obtain all necessary shareholder consents and approvals, including, if necessary, hereby represent to Buyer that the completion of a mailing of an information statement meeting the requirements of Section 14C Transfer Agent of the Exchange ActCompany has received notice that all Preferred Shares submitted to it are to be reissued as common shares on a one for one basis. There are approximately 180 shareholders in total. There are no Preferred shares outstanding on the books of the Company. (c) The Company has the corporate power and authority to carry on its business as presently conducted.

Organization, Capitalization, etc. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada, and is qualified in no other state. (b) Each share As of preferred the date of execution of this Agreement, the authorized capital stock is convertible into five (5) of the Company consists of 95,000,000 shares of the Company’s $0.001 par value common stock of which 17,300,709 shares are issued and outstanding, and 5,000,000 shares of $0.001 par value preferred stock, par value $.001 per shareof which 634 shares are issued and outstanding. The Shares owned by the Sellers are free and clear of any liens, claims, options, charges, or encumbrances of whatsoever nature. The Sellers have the unqualified right to sell, assign, and deliver the Shares and, upon consummation of the transactions contemplated by this Agreement, the Buyers will acquire good and valid title to the Shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature. Except as otherwise provided herein, there are no outstanding options or other agreements of any nature whatsoever relating to the issuance by the Company of any shares of the Company’s preferred stock shall be converted into shares its capital stock. (c) Copies of the common stock on the second trading day following the effectiveness of an amendment to the Company’s Articles of Incorporation increasing and its By-laws have been provided to the number Buyers. Such copies of authorized shares the Articles of common stock Incorporation and By-laws (or similar governing documents) of the Company, and all amendments to each as provided are true, correct and complete. The minute books of the Company from 50,000,000 as forwarded to 150,000,000 shares. the Buyers contain true, correct and complete records of all meetings and consents in lieu of meetings of its Board of Directors (c) Seller is the sole beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934and any committees thereof), as amended (the “Exchange Act”)) or similar governing bodies. The stock books of the Shares, has good and marketable title to all the Shares, and there exists no liens, claims, options, proxies, voting agreements, charges or encumbrances of whatever nature (“Liens”) affecting the Shares. (d) Upon transfer Company as forwarded to the Buyer by the Seller of all or any of the SharesBuyers are true, the Buyer will have good correct and marketable title to the Shares so transferred free and clear of all Liens; (e) Seller does not have outstanding any option, warrant or other right to acquire, directly or indirectly, any securities of the Buyer which are or may by their terms become entitled to vote or any securities which are convertible or exchangeable into or exercisable for any securities of the Buyer which are or may by their terms become entitled to vote, and the Seller is not subject to any offer, contract, arrangement, understanding or relationship (whether or not legally enforceable) which allows or obligates the Seller to vote or acquire any securities of the Buyer; (f) Prior to any filing of an increase in the authorized shares of stock in the Company, Seller and Company shall obtain all necessary shareholder consents and approvals, including, if necessary, the completion of a mailing of an information statement meeting the requirements of Section 14C of the Exchange Actcomplete.

Organization, Capitalization, etc. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of NevadaDelaware, and is qualified in no other state. (b) Each share As of preferred the date of execution of this Agreement, the authorized capital stock is convertible into five (5) of the Company consists of 200,000,000 shares of the Company’s $0.001 par value common stock of which 2,949,484 shares are issued and outstanding, and 5,000,000 shares of $0.001 par value preferred stock, par value $.001 per shareof which 0 shares are issued and outstanding. The Shares owned by the Sellers are free and clear of any liens, claims, options, charges, or encumbrances of whatsoever nature. The Sellers have the unqualified right to sell, assign, and deliver the Shares and, upon consummation of the transactions contemplated by this Agreement, the Buyers will acquire good and valid title to the Shares, free and clear of all liens, claims, options, charges, and encumbrances of whatsoever nature. Except as otherwise provided herein, there are no outstanding options or other agreements of any nature whatsoever relating to the issuance by the Company of any shares of the Company’s preferred stock shall be converted into shares its capital stock. (c) Copies of the common stock on the second trading day following the effectiveness of an amendment to the Company’s Articles of Incorporation increasing and its By-laws have been provided to the number Buyers. Such copies of authorized shares the Articles of common stock Incorporation and By-laws (or similar governing documents) of the Company, and all amendments to each as provided are true, correct and complete. The minute books of the Company from 50,000,000 as forwarded to 150,000,000 shares. the Buyers contain true, correct and complete records of all meetings and consents in lieu of meetings of its Board of Directors (c) Seller is the sole beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934and any committees thereof), as amended (the “Exchange Act”)) or similar governing bodies. The stock books of the Shares, has good and marketable title to all the Shares, and there exists no liens, claims, options, proxies, voting agreements, charges or encumbrances of whatever nature (“Liens”) affecting the Shares. (d) Upon transfer Company as forwarded to the Buyer by the Seller of all or any of the SharesBuyers are true, the Buyer will have good correct and marketable title to the Shares so transferred free and clear of all Liens; (e) Seller does not have outstanding any option, warrant or other right to acquire, directly or indirectly, any securities of the Buyer which are or may by their terms become entitled to vote or any securities which are convertible or exchangeable into or exercisable for any securities of the Buyer which are or may by their terms become entitled to vote, and the Seller is not subject to any offer, contract, arrangement, understanding or relationship (whether or not legally enforceable) which allows or obligates the Seller to vote or acquire any securities of the Buyer; (f) Prior to any filing of an increase in the authorized shares of stock in the Company, Seller and Company shall obtain all necessary shareholder consents and approvals, including, if necessary, the completion of a mailing of an information statement meeting the requirements of Section 14C of the Exchange Actcomplete.