Common use of The Corporation Clause in Contracts

The Corporation. The Corporation hereby represents and warrants to the Subscribers, as a material inducement to their entry into this Agreement, that: (a) The Corporation is, as of the date of this Agreement, a validly existing Corporation, organized pursuant to the laws of the State of Nevada, with all legal and corporate authority and power to conduct its business and to own its properties and that it possesses all necessary permits and licenses required in connection with the conduct of its business; (b) The conduct of the Corporation's business is in full compliance with all applicable Federal, state and local governmental statutes, rules, regulations, ordinances and decrees; (c) Pursuant to its Amended and Restated Articles of Incorporation, the Corporation is authorized to issue 100,000,000 Shares of Common Stock, $.001 par value. The Corporation is also authorized to issue 20,000,000 shares of Preferred Stock, par value $.001 per share. There are currently no shares of Preferred issued and outstanding. There are no other authorized or outstanding securities of any class or of any kind or character or, except as reflected in this Agreement, there are no outstanding subscriptions, options, warrants or other agreements or commitments obligating the Corporation to issue or sell any additional shares of the Corporation's capital stock or any options or rights with respect thereto, or any securities convertible into any shares of Stock of any class; (d) Upon issuance of the Stock, the Subscribers will become the owner of approximately 70 % of the Corporation's authorized, issued and outstanding Common Stock; (e) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement will not result in a breach of any of the terms or provisions of, or constitute a default under the Articles of Incorporation or By-laws of the Corporation; any indenture, other agreement or instrument to which the Corporation is a party or by which it or its assets are bound; or any applicable regulation, judgment, order or decree of any governmental instrumentality or court, domestic or foreign, having jurisdiction over the Corporation, its securities or its properties; (f) The Corporation is not a party to any written or oral agreement which grants an option or right of first refusal or other arrangement to acquire any of the Stock or to any agreement that affects the voting rights of any of the Stock, nor has the Corporation made any commitment of any kind relating to the issuance of shares of any of its Stock, whether by subscription, right of conversion, option or otherwise; (g) The Corporation is not a party to any agreement or understanding for the sale or exchange of inventory or services for consideration other than cash or at a discount in excess of normal discount for quantity or cash payment; (h) The Corporation has filed with the appropriate governmental agencies all tax returns and tax reports required to be filed; all Federal, state and local income, franchise, sales, use, occupation or other taxes due have been fully paid or adequately reserved for; and the Corporation is not a party to any action or proceeding by any governmental authority for assessment or collection of taxes, nor has any claim for assessments been asserted against the Corporation; (i) There are presently no contingent liabilities, factual circumstances, threatened or pending litigation, contractually assumed obligations or unasserted possible claims which are known to the Corporation, which might result in a material adverse change in the future financial condition or operations of the Corporation; and further, that the Corporation shall be free of all material debts as of the Closing date; (j) The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not (except for the consents described in Article Four hereof) require the consent, authority or approval of any other person or entity except such as have been obtained; (k) No transactions have been entered into either by or on behalf of the Corporation, other than in the ordinary course of business nor have any acts been performed (including within the definition of the term performed the failure to perform any required acts) which would adversely affect the good will of the Corporation; (l) The entering into of this Agreement and the performance thereof has been duly and validly authorized by all required Corporate action and does not require any corporate consents other than such as have been unconditionally obtained; (m) The Corporation's Financial Statements for the period ended September 30, 2004 are audited by independent certified public accountants and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis. They, along with the March 31, 2005 reviewed financial statements filed with the SEC, fairly present the Corporation’s financial condition, results of operations, assets, liabilities or business; (n) The Corporation does not have any subsidiaries other than those disclosed in the Corporation's Financial Statements; and (o) The Minute Books of the Corporation contain true, correct and complete copies of the minutes of all meetings of its organizers, shareholders and Board of Directors from the date of its organization to the present. The Corporation has complied with Nevada corporate law since this transaction represents the sale of less than all of the Corporation’s assets and therefore not subjecting the Corporation to Section 14 of the Exchange Act of 1934, as that pertains to shareholder approval.

The Corporation. The Corporation hereby represents and warrants to the SubscribersSubscriber, as a material inducement to their entry into this Agreement, that: (a) The Corporation is, as of the date of this Agreement, a validly existing Corporation, organized pursuant to the laws of the State of NevadaUtah, with all legal and corporate authority and power to conduct its business and to own its properties and that it possesses all necessary permits and licenses required in connection with the conduct of its business; (b) The conduct of the Corporation's business is in full compliance with all applicable Federal, state and local governmental statutes, rules, regulations, ordinances and decrees; (c) Pursuant to its Amended and Restated Articles of Incorporation, Incorporation the Corporation is authorized to issue 100,000,000 50,000,000 Shares of Common Stock, $.001 par value. The Corporation is also authorized to issue 20,000,000 Currently, there are 9,005,018 shares of Preferred Stock, par value $.001 per share. There are currently no shares of Preferred issued and Common Stock outstanding. There are no other authorized or outstanding securities of any class or of any kind or character or, except as reflected in this Agreement, there are no outstanding subscriptions, options, warrants warrants, or other agreements or commitments obligating the Corporation to issue or sell any additional shares of the Corporation's capital stock or any options or rights with respect thereto, or any securities convertible into any shares of Stock of any class; (d) Upon issuance of the Stock, in accordance with the Subscribers provisions of Section 1.1 of Article One, the Subscriber will become the owner of approximately 70 44% of the Corporation's authorized, issued and outstanding Common StockStack; (e) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement will not result in a breach of any of the terms or provisions of, or constitute a default under under, the Articles of Incorporation or By-laws of the Corporation; any indenture, other agreement or instrument to which the Corporation is a party or by which it or its assets are bound; or any applicable regulation, judgment, order or decree of any governmental instrumentality or court, domestic or foreign, having jurisdiction over the Corporation, its securities or its properties; (f) The Corporation is not a party to any written or oral agreement which grants an option or right of first refusal or other arrangement to acquire any of the Stock or to any agreement that affects effects the voting rights of any of the Stock, nor has the Corporation made any commitment of any kind relating to the issuance of shares of any of its Stock, whether by subscription, right of conversion, option or otherwise; (g) The Corporation is not a party to any agreement or understanding for the sale or exchange of inventory or services for consideration other than cash or at a discount in excess of normal discount for quantity or cash payment; (h) The Corporation has filed with the appropriate governmental agencies all tax returns and tax reports required to be filed; all Federal, state and local income, franchise, sales, use, occupation or other taxes due have been fully paid or adequately reserved for; and the Corporation is not a party to any action or proceeding by any governmental authority for assessment or collection of taxes, nor has any claim for assessments been asserted against the Corporation; (i) There are presently no contingent liabilities, factual circumstances, threatened or pending litigation, contractually assumed obligations or unasserted possible claims which are known to the Corporation, which might result in a material adverse change in the future financial condition or operations of the Corporation other than as previously disclosed to the Subscriber or reflected in the Corporation; and further, that 's financial statements provided to the Corporation shall be free of all material debts as of the Closing dateSubscriber; (j) The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not (except for the consents described in Article Four hereof) require the consent, authority or approval of any other person or entity except such as have has been obtained; (k) No transactions have been entered into either by or on behalf of the Corporation, other than in the ordinary course of business nor have any acts been performed (including within the definition of the term performed the failure to perform any required acts) which would adversely affect the good will of the Corporation; (l) The entering into of this Agreement and the performance thereof has been duly and validly authorized by all required Corporate action and does not require any corporate consents other than such as have been unconditionally obtained; (m) The Corporation's Financial Statements for the period ended September 30December 31, 2004 are 1998 have been audited by independent certified public accountants and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis. They, along with the March 31, 2005 reviewed financial statements filed with the SEC, They fairly present the Corporation’s 's financial condition, results of operations, assets, liabilities liabilities, or business; (n) The Corporation does not have any subsidiaries other than those disclosed in the Corporation's Financial Statements; and (o) The Minute Books of the Corporation contain true, correct and complete copies of the minutes of all meetings of its organizers, shareholders and Board of Directors from the date of its organization to the present. The Corporation has complied with Nevada corporate law since this transaction represents the sale of less than all of the Corporation’s assets and therefore not subjecting the Corporation to Section 14 of the Exchange Act of 1934, as that pertains to shareholder approval.

The Corporation. The Corporation hereby represents and warrants to the SubscribersSubscriber, as a material inducement to their the Subscriber’s entry into this Agreement, that: (a) A. The Corporation is, as of the date of this Agreement, a validly existing Corporationcorporation, organized pursuant to the laws of the State of NevadaDelaware, with all legal and corporate authority and power to conduct its business and to own its properties properties, and that it possesses all necessary permits and licenses required in connection with the conduct of its business; (b) B. The conduct of the Corporation's ’s business is in full compliance with all applicable Federal, state and local governmental statutes, rules, regulations, ordinances and decrees; (c) C. Pursuant to its Amended and Restated Articles of Incorporation, the Corporation is authorized to issue 100,000,000 Shares 90,000,000 shares of Common Stock, $.001 par value. The Corporation is also authorized to issue 20,000,000 At closing, 40,000,000 shares of Preferred Stock, par value $.001 per share. There are currently no shares of Preferred Stock shall be issued and outstanding. There are no other authorized or outstanding securities of any class or of any kind or character orand, except as reflected in this Agreement, there are no outstanding subscriptions, options, warrants or other agreements or commitments (i) obligating the Corporation to issue or sell any additional shares of the Corporation's ’s capital stock or any options or rights with respect thereto, or any securities convertible into any shares of Stock the Corporation’s capital stock of any class, or (ii) entitling any person or entity to acquire any of such securities; (d) D. Upon issuance of the Exchange Stock, the Subscribers will and their assigns shall become the owner owners of approximately 70 87.2% of the Corporation's authorized, ’s issued and outstanding Common StockStock which shares shall be allocated as set forth on Schedule A and Schedule B attached hereto; (e) E. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated contemplated, and compliance with the terms of this Agreement will shall not result in a breach of any of the terms or provisions of, or constitute a default under under, the Articles of Incorporation or By-laws of the CorporationCorporation (a true and complete copy of which are annexed hereto as Schedule C; any indenture, other agreement or instrument to which the Corporation is a party or by which it or its assets are bound; or any applicable regulation, judgment, order or decree of any governmental instrumentality or court, domestic or foreign, having jurisdiction over the Corporation, its securities or its properties; (f) F. The Corporation is not a party to any written or oral agreement which grants an option of any kind, except as listed on Schedule D hereto; G. The Corporation has no liability or right of first refusal obligation, whether by contract, tort, statute or other arrangement to acquire any of the Stock otherwise, whether fixed or contingent, known or unknown, asserted or unasserted, due or to any agreement that affects the voting rights of any of the Stockbecome due, nor has the Corporation made any commitment of any kind relating to the issuance of shares of any of its Stock, whether by subscription, right of conversion, option or otherwiseexcept as listed on Schedule E; (g) The Corporation is not a party to any agreement or understanding for the sale or exchange of inventory or services for consideration other than cash or at a discount in excess of normal discount for quantity or cash payment; (h) H. The Corporation has filed with the appropriate governmental agencies all tax returns and tax reports required to be filed; all Federal, state and local income, franchise, sales, use, occupation or other taxes due have been fully paid or adequately reserved for; and the Corporation is not a party to any action or proceeding by any governmental authority for assessment or collection of taxes, nor has any claim for assessments been asserted against the Corporation; (i) I. There are presently no contingent liabilities, factual circumstances, threatened or pending litigation, contractually assumed obligations or unasserted possible claims which are known to the Corporation, which might result in a material adverse change in liability. All the future financial condition or operations legal responsibilities and economic loss of the reorganized corporation due to any lawsuits brought against the Corporation for acts that occurred prior to closing of this transaction shall be the responsibility of the Corporation; ’s sole officer and further, that the Corporation director (pre-reoganization). The Subscriber shall be free of all material debts as from any of the Closing date;above responsibilities and losses that result from such lawsuits. (j) J. The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not (except for the consents described in Article Four hereof) require the consent, authority or approval of any other person or entity except such as have been obtained; (k) No transactions have been entered into either by K. The Corporation is not currently engaged in, and has not engaged during the past year in, any material business or on behalf operations; L. The board of directors of the CorporationCorporation consists of Xxxxxxx Xxxxxx, other than in who has approved of this Agreement and the ordinary course transactions contemplated hereby by written consent, a copy of business nor have any acts been performed (including within which is annexed hereto as Schedule F, and the definition of the term performed the failure to perform any required acts) which would adversely affect the good will of the Corporation; (l) The entering into of this Agreement and the performance thereof has been duly and validly authorized by all required Corporate corporate action and does not require any corporate consents other than such as have been unconditionally obtained; (m) M. The Corporation's Financial Statements for ’s financial statements filed with the period ended September 30, 2004 are Securities and Exchange Commission have been audited by independent certified public accountants and as indicated (approved by the PCAOB), have all been prepared in accordance with generally accepted accounting principles applied on a consistent basis. They, along with the March 31, 2005 reviewed financial statements filed with the SEC, and fairly present the Corporation’s financial condition, results of operations, assets, liabilities or businessand business as of the dates and for the periods indicated; (n) The Corporation does not have any subsidiaries other than those disclosed in the Corporation's Financial Statements; and (o) The Minute Books of the Corporation contain true, correct and complete copies of the minutes of all meetings of its organizers, shareholders and Board of Directors from the date of its organization to the present. N. The Corporation has complied with Nevada corporate law since this transaction represents all the Rules and Regulations set forth in Chapter 7 of the U.S. Bankruptcy Code which resulted in the final sale of less than the Corporation on May 23, 2003 as a valid and legal transfer free of all liens, claims and encumbrances. O. The Corporation is presently current, and shall be current at Closing, with all of its reporting requirements under the Corporation’s assets and therefore not subjecting the Corporation to Section 14 of the Securities Exchange Act of 1934, as that pertains to shareholder approval.

The Corporation. The Corporation hereby represents and warrants to the SubscribersSubscriber, as a material inducement to their the Subscriber's entry into this Agreement, that: (a) A. The Corporation is, as of the date of this Agreement, a validly existing Corporationcorporation, organized pursuant to the laws of the State of NevadaDelaware, with all legal and corporate authority and power to conduct its business and to own its properties properties, and that it possesses all necessary permits and licenses required in connection with the conduct of its business; (b) B. The conduct of the Corporation's business is in full compliance with all applicable Federal, state and local governmental statutes, rules, regulations, ordinances and decrees; (c) C. Pursuant to its Amended and Restated Articles of Incorporation, the Corporation is authorized to issue 100,000,000 Shares 90,000,000 shares of Common Stock, $.001 par value. The Corporation is also authorized to issue 20,000,000 At closing, 40,000,000 shares of Preferred Stock, par value $.001 per share. There are currently no shares of Preferred Stock shall be issued and outstanding. There are no other authorized or outstanding securities of any class or of any kind or character orand, except as reflected in this Agreement, there are no outstanding subscriptions, options, warrants or other agreements or commitments (i) obligating the Corporation to issue or sell any additional shares of the Corporation's capital stock or any options or rights with respect thereto, or any securities convertible into any shares of Stock the Corporation's capital stock of any class, or (ii) entitling any person or entity to acquire any of such securities; (d) D. Upon issuance of the Exchange Stock, the Subscribers will and their assigns shall become the owner owners of approximately 70 87.2% of the Corporation's authorized, issued and outstanding Common StockStock which shares shall be allocated as set forth on Schedule A and Schedule B attached hereto; (e) E. The execution and delivery of this Agreement, the consummation of the transactions herein contemplated contemplated, and compliance with the terms of this Agreement will shall not result in a breach of any of the terms or provisions of, or constitute a default under under, the Articles of Incorporation or By-laws of the CorporationCorporation (a true and complete copy of which are annexed hereto as Schedule C; any indenture, other agreement or instrument to which the Corporation is a party or by which it or its assets are bound; or any applicable regulation, judgment, order or decree of any governmental instrumentality or court, domestic or foreign, having jurisdiction over the Corporation, its securities or its properties; (f) F. The Corporation is not a party to any written or oral agreement which grants an option of any kind, except as listed on Schedule D hereto; G. The Corporation has no liability or right of first refusal obligation, whether by contract, tort, statute or other arrangement to acquire any of the Stock otherwise, whether fixed or contingent, known or unknown, asserted or unasserted, due or to any agreement that affects the voting rights of any of the Stockbecome due, nor has the Corporation made any commitment of any kind relating to the issuance of shares of any of its Stock, whether by subscription, right of conversion, option or otherwiseexcept as listed on Schedule E; (g) The Corporation is not a party to any agreement or understanding for the sale or exchange of inventory or services for consideration other than cash or at a discount in excess of normal discount for quantity or cash payment; (h) H. The Corporation has filed with the appropriate governmental agencies all tax returns and tax reports required to be filed; all Federal, state and local income, franchise, sales, use, occupation or other taxes due have been fully paid or adequately reserved for; and the Corporation is not a party to any action or proceeding by any governmental authority for assessment or collection of taxes, nor has any claim for assessments been asserted against the Corporation; (i) I. There are presently no contingent liabilities, factual circumstances, threatened or pending litigation, contractually assumed obligations or unasserted possible claims which are known to the Corporation, which might result in a material adverse change in liability. All the future financial condition or operations legal responsibilities and economic loss of the reorganized corporation due to any lawsuits brought against the Corporation for acts that occurred prior to closing of this transaction shall be the responsibility of the Corporation; 's sole officer and further, that the Corporation director (pre-reorganization). The Subscriber shall be free of all material debts as from any of the Closing date;above responsibilities and losses that result from such lawsuits. (j) J. The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not (except for the consents described in Article Four hereof) require the consent, authority or approval of any other person or entity except such as have been obtained; (k) No transactions have been entered into either by K. The Corporation is not currently engaged in, and has not engaged during the past year in, any material business or on behalf operations; L. The board of directors of the CorporationCorporation consists of Xxxxxxx Xxxxxx, other than in who has approved of this Agreement and the ordinary course transactions contemplated hereby by written consent, a copy of business nor have any acts been performed (including within which is annexed hereto as Schedule F, and the definition of the term performed the failure to perform any required acts) which would adversely affect the good will of the Corporation; (l) The entering into of this Agreement and the performance thereof has been duly and validly authorized by all required Corporate corporate action and does not require any corporate consents other than such as have been unconditionally obtained; (m) M. The Corporation's Financial Statements for financial statements filed with the period ended September 30, 2004 are Securities and Exchange Commission have been audited by independent certified public accountants and as indicated (approved by the PCAOB), have all been prepared in accordance with generally accepted accounting principles applied on a consistent basis. They, along with the March 31, 2005 reviewed financial statements filed with the SEC, and fairly present the Corporation’s 's financial condition, results of operations, assets, liabilities or businessand business as of the dates and for the periods indicated; (n) The Corporation does not have any subsidiaries other than those disclosed in the Corporation's Financial Statements; and (o) The Minute Books of the Corporation contain true, correct and complete copies of the minutes of all meetings of its organizers, shareholders and Board of Directors from the date of its organization to the present. N. The Corporation has complied with Nevada corporate law since this transaction represents all the Rules and Regulations set forth in Chapter 7 of the U.S. Bankruptcy Code which resulted in the final sale of less than the Corporation on May 23, 2003 as a valid and legal transfer free of all liens, claims and encumbrances. O. The Corporation is presently current, and shall be current at Closing, with all of its reporting requirements under the Corporation’s assets and therefore not subjecting the Corporation to Section 14 of the Securities Exchange Act of 1934, as that pertains to shareholder approval.

The Corporation. The Corporation hereby represents and warrants to the Subscribers, as a material inducement to their entry into this Agreement, that: (a) The Corporation is, as of the date of this Agreement, a validly existing Corporation, duly organized and in good standing pursuant to the laws of the State of Nevada, with all legal and corporate authority and power to conduct its business and to own its properties and that it possesses all necessary permits and licenses required in connection with the conduct of its business; (b) The conduct of the Corporation's business is in full compliance with all applicable FederalUnited States federal, state state, and local governmental statutes, rules, regulations, ordinances and decrees; (c) Pursuant to its Amended and Restated Articles of Incorporation, the Corporation is authorized to issue 100,000,000 Shares of Common Stock, $.001 par value. The Corporation is also authorized to issue 20,000,000 shares of Preferred Stock, par value $.001 per share. There are currently no shares of Preferred issued and outstanding. There are no other authorized or outstanding securities of any class or of any kind or character or, except as reflected in this AgreementAgreement and the Corporation's convertible debenture offering which the Subscribers are aware of, there are no outstanding subscriptions, options, warrants or other agreements or commitments obligating the Corporation to issue or sell any additional shares of the Corporation's capital stock or any options or rights with respect thereto, or any securities convertible into any shares of Stock of any class; (d) Upon issuance of the StockStock in accordance with and subject to the provisions of Section 1.2 (b), the Subscribers will become the owner of 5,000,000 shares of the Corporation's, issued and outstanding Common Stock representing upon issuance approximately 70 16.19% of the Corporation's authorized, issued and outstanding Common Stock; (e) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement will not result in a breach of any of the terms or provisions of, or constitute a default under the Articles of Incorporation or By-laws of the Corporation; any indenture, other agreement or instrument to which the Corporation is a party or by which it or its assets are bound; or any applicable regulation, judgment, order or decree of any governmental instrumentality or court, domestic or foreign, having jurisdiction over the Corporation, its securities or its properties; (f) The Except with respect to the convertible debenture offering which the Subscribers are aware of, the Corporation is not a party to any written or oral agreement which grants an option or right of first refusal or other arrangement to acquire any of the Stock or to any agreement that affects the voting rights of any of the Stock, nor has the Corporation made any commitment of any kind relating to the issuance of shares of any of its Stock, whether by subscription, right of conversion, option or otherwise; (g) The Corporation is not a party to any agreement or understanding for the sale or exchange of inventory or services for consideration other than cash or at a discount in excess of normal discount for quantity or cash payment; (h) The Corporation has filed with the appropriate governmental agencies all tax returns and tax reports required to be filed; all Federal, state and local income, franchise, sales, use, occupation or other taxes due have been fully paid or adequately reserved for; and the Corporation is not a party to any action or proceeding by any governmental authority for assessment or collection of taxes, nor has any claim for assessments been asserted against the Corporation; (i) There are presently no contingent liabilities, factual circumstances, threatened or pending litigation, contractually assumed obligations or unasserted possible claims which are known to the Corporation, which might result in a material adverse change in the future financial condition or operations of the Corporation; and further, that the Corporation shall be free of all material debts as of the Closing date; (j) The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not (except for the consents described in Article Four hereof) require the consent, authority or approval of any other person or entity except such as have been obtained; (kj) No transactions have been entered into either by or on behalf of the Corporation, other than in the ordinary course of business nor have any acts been performed (including within the definition of the term performed the failure to perform any required acts) which would adversely affect the good will of the Corporation; (lk) The entering into of this Agreement and the performance thereof has been duly and validly authorized by all required Corporate action and does not require any corporate consents other than such as have been unconditionally obtained; (ml) The Corporation's Financial Statements for the period year ended September 30, 2004 2005 are audited by independent certified public accountants and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis. They, along with the March 31, 2005 reviewed unaudited financial statements filed with the SEC, fairly present the Corporation’s financial condition, results of operations, assets, liabilities or business; (nm) The Corporation does not have any subsidiaries other than those disclosed in the Corporation's Financial Statements; and; (on) The Minute Books of the Corporation contain true, correct and complete copies of the minutes of all meetings of its organizers, shareholders and Board of Directors from the date of its organization to the present. On the Closing date Xx. Xxxxxxx Xxxxxx, President of the Subsidiary, shall be appointed to the Board of Directors of the Corporation, it being agreed that this appointment shall have a duration which is at least coextensive with the period of any applicable restrictions on the sale or transfer of the Stock; and (o) The Corporation has complied with Nevada corporate law law, since this transaction represents the sale of less than all of the Corporation’s ' s assets and therefore is not subjecting the Corporation subject to Section 14 of the Exchange Act of 1934, as that pertains to shareholder shareholders' approval.

The Corporation. The Corporation hereby represents and warrants to the SubscribersSubscriber, as a material inducement to their entry into this Agreement, that: (a) The Corporation is, as of the date of this Agreement, a validly existing Corporation, organized pursuant to the laws of the State of Nevada, with all legal and corporate authority and power to conduct its business and to own its properties and that it possesses all necessary permits and licenses required in connection with the conduct of its business; (b) The conduct of the Corporation's business is in full compliance with all applicable Federal, state and local governmental statutes, rules, regulations, ordinances and decrees; (c) Pursuant to its Amended and Restated Articles of Incorporation, Incorporation the Corporation is authorized to issue 100,000,000 25,000,000 Shares of Common Stock, $.001 par value. The Corporation is also authorized to issue 20,000,000 shares of Preferred Stock, par value $.001 per share. There are currently no shares of Preferred issued and outstanding. There are no other authorized or outstanding securities of any class or of any kind or character or, except as reflected in this Agreement, there are no outstanding subscriptions, options, warrants or other agreements or commitments obligating the Corporation to issue or sell any additional shares of the Corporation's capital stock or any options or rights with respect thereto, or any securities convertible into any shares of Stock of any class; (d) Upon issuance of the Stock, the Subscribers Subscriber will become the owner of approximately 70 % 1,500,000 of the Corporation's authorized, issued and outstanding Common Stock; (e) The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement will not result in a breach of any of the terms or provisions of, or constitute a default under under, the Articles of Incorporation or By-laws of the Corporation; any indenture, other agreement or instrument to which the Corporation is a party or by which it or its assets are bound; or any applicable regulation, judgment, order or decree of any governmental instrumentality or court, domestic or foreign, having jurisdiction over the Corporation, its securities or its properties; (f) The Corporation is not a party to any written or oral agreement which grants an option or right of first refusal or other arrangement to acquire any of the Stock or to any agreement that affects the voting rights of any of the Stock, nor has the Corporation made any commitment of any kind relating to the issuance of shares of any of its Stock, whether by subscription, right of conversion, option or otherwise; (g) The Corporation is not a party to any agreement or understanding for the sale or exchange of inventory or services for consideration other than cash or at a discount in excess of normal discount for quantity or cash payment; (h) The Corporation has filed with the appropriate governmental agencies all tax returns and tax reports required to be filed; all Federal, state and local income, franchise, sales, use, occupation or other taxes due have been fully paid or adequately reserved for; and the Corporation is not a party to any action or proceeding by any governmental authority for assessment or collection of taxes, nor has any claim for assessments been asserted against the Corporation; (i) There are presently no contingent liabilities, factual circumstances, threatened or pending litigation, contractually assumed obligations or unasserted possible claims which are known to the Corporation, which might result in a material adverse change in the future financial condition or operations of the Corporation other than as previously disclosed to the Subscriber or reflected in the Corporation; and further, that 's financial statements provided to the Corporation shall be free of all material debts as of the Closing dateSubscriber; (j) The execution, delivery and performance of this Agreement and the transactions contemplated hereby do not (except for the consents described in Article Four hereof) require the consent, authority or approval of any other person or entity except such as have been obtained; (k) No transactions have been entered into either by or on behalf of the Corporation, other than in the ordinary course of business nor have any acts been performed (including within the definition of the term performed the failure to perform any required acts) which would adversely affect the good will of the Corporation; (l) The entering into of this Agreement and the performance thereof has been duly and validly authorized by all required Corporate action and does not require any corporate consents other than such as have been unconditionally obtained; (m) The Corporation's Financial Statements for the period ended September 30, 2004 are audited by independent certified public accountants and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis. They, along with the March 31, 2005 reviewed financial statements filed with the SEC, fairly present the Corporation’s financial condition, results of operations, assets, liabilities or business; (n) The Corporation does not have any subsidiaries other than those disclosed in the Corporation's Financial Statements; andsubsidiaries. (on) The Minute Books of the Corporation contain true, correct and complete copies of the minutes of all meetings of its organizers, shareholders and Board of Directors from the date of its organization to the present. The Corporation has complied with Nevada corporate law since this transaction represents the sale of less than all of the Corporation’s assets and therefore not subjecting the Corporation to Section 14 of the Exchange Act of 1934, as that pertains to shareholder approval.