NEVADA
|
39-2068976
|
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification Number)
|
|
|
#108-2940
Louise Street
Saskatoon,
Saskatchewan
Canada S7J
5K2
|
Inc.
Plan of Nevada
613
Saddle River Court
Henderson,
NV 89011
|
(Name
and address of principal executive offices)
|
(Name
and address of agent for service)
|
Registrant's telephone number, including area code: 928-466-4316 | |
Approximate date of commencement of proposed sale to the public: | As soon as practicable after the effective date of this Registration Statement . |
TITLE
OF EACH
CLASS
OF SECURITIES
TO
BE
REGISTERED
|
AMOUNT
TO BE
REGISTERED
|
PROPOSED
MAXIMUM
PRICE
SHARE
(1)
|
PROPOSED
MAXIMUM
AGGREGATE OFFERING
PRICE
(2)
|
AMOUNT
OF
REGISTRATION
FEE
|
Common
Stock
|
515,000
shares
|
$0.08
|
$41,200
|
$1.62
|
(1)
|
This
price was arbitrarily determined by Wishart Enterprises
Limited.
|
(2)
|
Estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(a) under the Securities
Act.
|
Offering
Price
|
Underwriting
Discounts and
Commissions
|
Proceeds
to Selling
Shareholders
|
|
Per
Share
|
$0.08
|
None
|
$0.08
|
Total
|
$41,200
|
None
|
$41,200
|
Securities
Being Offered
|
Up
to 515,000 shares of our common stock, which includes all issued and
outstanding shares with the exception of those held by our President and
Director, Barbara Lamb, and our Vice-President, Yvonne
Price.
|
Offering
Price
|
The
offering price of the common stock is $0.08 per share. There is no public
market for our common stock. We cannot give any assurance that the shares
offered will have a market value, or that they can be resold at the
offered price if and when an active secondary market might develop, or
that a public market for our securities may be sustained even if
developed. The absence of a public market for our stock will make it
difficult to sell your shares in our stock.
We
intend to apply to the NASD over-the-counter bulletin board, through a
market maker that is a licensed broker dealer, to allow the trading of our
common stock upon our becoming a reporting entity under the Securities
Exchange Act of 1934. If our common stock becomes so traded and a market
for the stock develops, the actual price of stock will be determined by
prevailing market prices at the time of sale or by private transactions
negotiated by the selling shareholders. The offering price would thus be
determined by market factors and the independent decisions of the selling
shareholders.
|
Minimum
Number of Shares
To
Be Sold in This Offering
|
None
|
Securities
Issued and to be Issued
|
2,515,000
shares of our common stock are issued and outstanding as of the date of
this prospectus. Our President and Director, Barbara Lamb owns an
aggregate of 79.5% of the common shares of our company and therefore has
substantial control. All of the common stock to be sold under this
prospectus will be sold by existing shareholders. There will be no
increase in our issued and outstanding shares as a result of this
offering.
|
Use
of Proceeds
|
We
will not receive any proceeds from the sale of the common stock by the
selling shareholders.
|
Offering
Period
|
These
shares will be sold from time to time at the total discretion of the
selling shareholders.
|
Balance
Sheet Data
|
As
of November 30, 2007 (Audited)
|
|
Cash
|
$ | 46,496 |
Total
Assets
|
$ | 47,825 |
Liabilities
|
$ | 12,907 |
Total
Stockholders’ Equity
|
$ | 47,825 |
Statement
of Operations
|
For
the Year Ended November 30, 2007 (Audited)
|
|
Revenue
|
$ | 0 |
Loss
for the Period
|
$ | 26,282 |
1.
|
the
number of shares owned by each prior to this
offering;
|
2.
|
the
total number of shares that are to be offered by
each;
|
3.
|
the
total number of shares that will be owned by each upon completion of the
offering;
|
4.
|
the
percentage owned by each upon completion of the offering;
and
|
5.
|
the
identity of the beneficial holder of any entity that owns the
shares.
|
Name
and Address of
Selling
Shareholder
|
Shares
Owned Prior to This Offering
|
Total
Number of Shares to be Offered for Selling Shareholder
Account
|
Total
Shares to be Owned Upon Completion of this Offering
|
Percent
Owned Upon Completion of this Offering
|
Amanda
Fisher-LaFrambroise
86 Galbraith
Crescent
Saskatoon,
Saskatchewan
Canada S7M
4H1
|
50,000
|
50,000
|
0
|
0
|
Angela Paul
501 Crystal
Court
Warman,
Saskatchewan
Canada, S0K
4S0
|
3,125
|
3,125
|
0
|
0
|
Ashley
Nimalovitch
303C 1121 McKercher
Drive
Saskatoon,
Saskatchewan
Canada, S7H
5B8
|
3,125
|
3,125
|
0
|
0
|
Bruce
Korchinski
622 McPherson
Ave.
Saskatoon,
Saskatchewan
Canada, S7N
0X6
|
37,500
|
37,500
|
0
|
0
|
Catherine
Nickel
1122 Hazen
Street
Saskatoon,
Saskatchewan
Canada, S7K
0Z8
|
3,125
|
3,125
|
0
|
0
|
Christine
Korchinski
622 McPherson
Ave.
Saskatoon,
Saskatchewan
Canada, S7N
0X6
|
37,500
|
37,500
|
0
|
0
|
Craig Mitchell
219 Albert
Avenue
Saskatoon,
Saskatchewan
Canada, S7N
1E8
|
6,250
|
6,250
|
0
|
0
|
Dan Korchinski
622 McPherson
Ave.
Saskatoon,
Saskatchewan
Canada, S7N
0X6
|
25,000
|
25,000
|
0
|
0
|
Darren
Dahlseide
922 Trotter
Crescent
Saskatoon,
Saskatchewan
Canada, S7L
3R1
|
3,125
|
3,125
|
0
|
0
|
David Pufahl
302 Scissons
Crescent
Saskatoon,
Saskatchewan
Canada S7S
1B9
|
10,000
|
10,000
|
0
|
0
|
Debbie Pufahl
302 Scissons
Crescent
Saskatoon,
Saskatchewan
Canada S7S
1B9
|
3,125
|
3,125
|
0
|
0
|
Derek
Brissette
Box 310
Vanscoy,
Saskatchewan
Canada, S0L
3J0
|
3,125
|
3,125
|
0
|
0
|
Don Moleski
10 Roborecki
Terr
Saskatoon,
Saskatchewan
Canada, S7K
5L3
|
25,000
|
25,000
|
0
|
0
|
Doug Tullis
1619 Avenue B
North
Saskatoon,
Saskatchewan
Canada, S7L
1H2
|
3,125
|
3,125
|
0
|
0
|
Elizabeth
Moleski
10 Roborecki
Terr
Saskatoon,
Saskatchewan
Canada, S7K
5L3
|
12,500
|
12,500
|
0
|
0
|
Erica Kokoski
366 Appleby
Crescent
Saskatoon
Saskatchewan
Canada, S7M
4B3
|
25,000
|
25,000
|
0
|
0
|
Garrett
Kokoski
366 Appleby
Crescent
Saskatoon
Saskatchewan
Canada, S7M
4B3
|
10,000
|
10,000
|
0
|
0
|
Jamie Prang
Site 304, Box 1
RR3
Saskatoon,
Saskatchewan
Canada, S7K
3J6
|
3,125
|
3,125
|
0
|
0
|
Janice Braden
901 9
th
Avenue N
Saskatoon,
Saskatchewan
Canada, S7K
2Z3
|
50,000
|
50,000
|
0
|
0
|
Jeff Weightman
1111 Avenue N
South
Saskatoon,
Saskatchewan
Canada, S7M
2P7
|
10,000
|
10,000
|
0
|
0
|
Jinelle
Moleski
305-139 St. Lawrence
Ct.
Saskatoon,
Saskatchewan
Canada, S7K
4H3
|
12,500
|
12,500
|
0
|
0
|
Josh Weightman
# 1587 Laronge
Saskatoon,
Saskatchewan
Canada, S0J
1L0
|
3,125
|
3,125
|
0
|
0
|
Kelly Prang
Site 304, Box 1
RR3
Saskatoon,
Saskatchewan
Canada, S7K
3J6
|
3,125
|
3,125
|
0
|
0
|
Kelvin
Krushelinski
1309 Idylwyld Drive
North
Saskatoon,
Saskatchewan
Canada, S7L
1A3
|
3,125
|
3,125
|
0
|
0
|
Ken Rostek
318 Benesh
Crescent
Saskatoon,
Saskatchewan
Canada, S7K
6P5
|
3,125
|
3,125
|
0
|
0
|
Kerry Dudra
128 Adelaide Street
East
Saskatoon,
Saskatchewan
Canada S7J
0H4
|
3,125
|
3,125
|
0
|
0
|
Matt Kostiuk
303C 1121 McKercher
Drive
Saskatoon,
Saskatchewan
Canada, S7H
5B8
|
6,250
|
6,250
|
0
|
0
|
Robbie Collins
304-428 4
th
Avenue N
Saskatoon,
Saskatchewan
Canada, S7K
2M3
|
3,125
|
3,125
|
0
|
0
|
Ron Fisher
414 McCormack
Road
Saskatoon,
Saskatchewan
Canada, S7M
4Y1
|
18,750
|
18,750
|
0
|
0
|
Sarah
Korchinski
622 McPherson
Ave.
Saskatoon,
Saskatchewan
Canada, S7N
0X6
|
25,000
|
25,000
|
0
|
0
|
Sonya Kostiuk
1111 Avenue N
South
Saskatoon,
Saskatchewan
Canada, S7M
2P7
|
3,125
|
3,125
|
0
|
0
|
Stephanie
Schneck
Site 304, Box 1
RR3
Saskatoon,
Saskatchewan
Canada, S7K
3J6
|
3,125
|
3,125
|
0
|
0
|
Terry Bendel
12 Marlborough
Crescent
Saskatoon,
Saskatchewan
Canada, S7L
3T7
|
3,125
|
3,125
|
0
|
0
|
Theresa Fisher
414 McCormack
Road
Saskatoon,
Saskatchewan
Canada, S7M
4Y1
|
25,000
|
25,000
|
0
|
0
|
Thomas
Korchinski
622 McPherson
Ave.
Saskatoon,
Saskatchewan
Canada, S7N
0X6
|
25,000
|
25,000
|
0
|
0
|
Trevor Larson
RR 3, Site 302, Box
10
Saskatoon,
Saskatchewan
Canada, S7K
3J6
|
6,250
|
6,250
|
0
|
0
|
Trevor Scott
501 Crystal
Court
Warman,
Saskatchewan
Canada, S0K
4S0
|
18,750
|
18,750
|
0
|
0
|
Wayne Nickel
1122 Hazen
Street
Saskatoon,
Saskatchewan
Canada, S7K
0Z8
|
10,000
|
10,000
|
0
|
0
|
Wayne Smith
26 Gooding Pl.
Saskatoon,
Saskatchewan
Canada, S7M
4W4
|
3,125
|
3,125
|
0
|
0
|
Wendy Tischler
Site 304, Box 1,
RR3
Saskatoon,
Saskatchewan
Canada, S7K
3J6
|
6,250
|
6,250
|
0
|
0
|
Wesley
Davidson
506 Steiger
Way
Saskatoon,
Saskatchewan
Canada, S7N
0C1
|
6,250
|
6,250
|
0
|
0
|
1.
|
on
such public markets or exchanges as the common stock may from time to time
be trading;
|
2.
|
in
privately negotiated transactions;
|
3.
|
through
the writing of options on the common
stock;
|
4.
|
in
short sales, or;
|
5.
|
in
any combination of these methods of
distribution.
|
1.
|
the
market price of our common stock prevailing at the time of
sale;
|
2.
|
a
price related to such prevailing market price of our common stock,
or;
|
3.
|
such
other price as the selling shareholders determine from time to
time.
|
1.
|
not
engage in any stabilization activities in connection with our common
stock;
|
2.
|
furnish
each broker or dealer through which common stock may be offered, such
copies of this prospectus, as amended from time to time, as may be
required by such broker or dealer;
and;
|
3.
|
not
bid for or purchase any of our securities or attempt to induce any person
to purchase any of our securities other than as permitted under the
Securities Exchange Act.
|
Name
|
Age
|
Position
Held with the Company
|
Barbara
Lamb
#108-2940
Louise Street,
Saskatoon,
Saskatchewan
Canada S7J
5K2
|
59
|
President,
Chief Executive Officer, Principal Executive Officer, Chief Financial
Officer, Principal Financial Officer, Principal Accounting Officer and
Director
|
Yvonne
Price
#108-2940
Louise Street,
Saskatoon,
Saskatchewan
Canada S7J
5K2
|
42
|
Vice-President
|
Name
and Address of Beneficial
Owners
of Common Stock
|
Title of
Class
|
Amount and Nature of Beneficial
Ownership
1
|
% of Common Stock
2
|
Barbara
Lamb
#108-2940
Louise Street,
Saskatoon,
Saskatchewan
Canada S7J
5K2
|
Common
Stock
|
2,000,000
Shares
|
79.5%
|
Yvonne
Price
#108-2940
Louise Street,
Saskatoon,
Saskatchewan
Canada S7J
5K2
|
Common
Stock
|
0
Shares
|
0%
|
DIRECTORS
AND OFFICERS – TOTAL
|
2,000,000
Shares
|
79.5%
|
|
5%
SHAREHOLDERS
|
|||
NONE
|
Common
Stock
|
NONE
|
NONE
|
1.
|
As
used in this table, "beneficial ownership" means the sole or shared power
to vote, or to direct the voting of, a security, or the sole or shared
investment power with respect to a security (i.e., the power to dispose
of, or to direct the disposition of, a security). In addition, for
purposes of this table, a person is deemed, as of any date, to have
"beneficial ownership" of any security that such person has the right to
acquire within 60 days after such
date.
|
2.
|
The
percentage shown is based on denominator of 2,515,000 shares of common
stock issued and outstanding for the company as of February 12,
2008.
|
·
|
lupus.webmd.com/
|
·
|
en.wikipedia.org/wiki/Lupus_erythematosus
|
·
|
www.nlm.nih.gov/medlineplus/
tutorials/lupus/htm/index.htm
|
·
|
www.uklupus.co.uk/ana.htm
|
·
|
www.arthritis.ca/
types%20of%20arthritis/lupus/default.asp?s=1 - 68k
–
|
·
|
www.jointsinmotion.org/
conditions/DiseaseCenter/lupus.asp
|
·
|
www.medicalnewstoday.com/sections/lupus
|
·
|
lupus.about.com
|
·
|
revolutionhealth.com/forums
|
·
|
Yahoo!
Groups: Lupus
|
·
|
healingarthritisnaturally.com
|
·
|
healingdiabetesnaturally.com
|
·
|
healingosteoarthritisnaturally.com
|
·
|
healingosteoporosisnaturally.com
|
·
|
healinggerdnaturally.com
|
·
|
healingibsnaturally.com
|
·
|
healinghiatalhernianaturally.com
|
·
|
healingibdnaturally.com
|
·
|
healingprostatitisnaturally.com
|
·
|
healingdepressionnaturally.com
|
·
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healingheartdiseasenaturally.com
|
·
|
healingcancersnaturally.com
|
·
|
healingliverdiseasenaturally.com
|
·
|
interactive
forums for visitors
|
·
|
video
and audio discussions of the
ailment
|
·
|
continuously
updated relevant information, news and
links
|
·
|
blogs
or web logs
|
·
|
guest
contributors such as doctors, patients, and
others
|
·
|
sponsored
areas which are maintained by third
parties
|
·
|
Add
advertising, initially with a focus on Google Adwords
advertising.
|
·
|
Develop relationships with
sponsors interested in adding content, participating in forums, and using
our portals to market their products and
services.
|
·
|
Contract with affiliates – most
likely other websites which sell products and services – to share revenue
from sales referred through our
portals.
|
·
|
Add an interactive forum to the
website.
|
·
|
Add additional content on a
regular basis and increase the number of web pages, which
should drive traffic
and
increased revenue
from advertisers.
|
·
|
Enhance our tracking of visits,
page views and other usage
data.
|
·
|
Engage a website optimization
consultant to improve our ranking on Google and other search
engines.
|
·
|
Travel
and Related expenses, which will consist primarily of our executive
officers and directors visiting food merchants and resellers in their
sales efforts. We estimate travel and related expenses for the next twelve
months will be approximately
$4,000;
|
·
|
Initial
Marketing, which will consist of the marketing efforts discussed above,
including direct marketing and attendance at trade shows. We estimate
initial marketing expenses for the next twelve months will be
approximately $2,000
|
·
|
Research
and Development costs consist of developing and testing our Site. We
estimate that research and development costs for the next twelve months
will be approximately $5,000
|
·
|
Office
rent of $6,000
|
·
|
Internet
and telephone expenses of $900
|
·
|
Management
fees to Barbara Lamb of $1,680
|
·
|
Any
of our directors or officers;
|
·
|
Any
person proposed as a nominee for election as a
director;
|
·
|
Any
person who beneficially owns, directly or indirectly, shares carrying more
than 10% of the voting rights attached to our outstanding shares of common
stock;
|
·
|
Any
of our promoters;
|
·
|
Any
relative or spouse of any of the foregoing persons who has the same house
address as such person.
|
1.
|
one
percent of the number of shares of the company's common stock then
outstanding, which, in our case, will equal approximately 25,150 shares as
of the date of this prospectus, or;
|
2.
|
the
average weekly trading volume of the company's common stock during the
four calendar weeks preceding the filing of a notice on form 144 with
respect to the sale.
|
1.
|
we
would not be able to pay our debts as they become due in the usual course
of business, or;
|
2.
|
our
total assets would be less than the sum of our total liabilities plus the
amount that would be needed to satisfy the rights of shareholders who have
preferential rights superior to those receiving the
distribution.
|
SUMMARY
COMPENSATION TABLE
|
||||||||
Name
and
principal
position
|
Year
|
Salary
($)
|
Bonus
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
Barbara
Lamb
President,
Chief Executive Officer, Principal Executive Officer,
Chief
Financial Officer, Principal Financial Officer,
Principal
Accounting Officer and Director
|
2007
|
1,427
|
0
|
0
|
0
|
0
|
$5,602
|
7,029
|
Yvonne Price,
Vice-President
|
2007
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR-END
|
|||||||||
OPTION
AWARDS
|
STOCK
AWARDS
|
||||||||
Name
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
(#)
|
Market
Value
of
Shares
or
Units
of
Stock
That
Have
Not
Vested
($)
|
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Equity
Incentive
Plan
Awards:
Market
or
Payout
Value
of
Unearned
Shares,
Units
or
Other
Rights
That
Have
Not
Vested
(#)
|
Barbara
Lamb
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Yvonne
Price
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
DIRECTOR
COMPENSATION
|
|||||||
Name
|
Fees
Earned or
Paid
in
Cash
($)
|
Stock
Awards
($)
|
Option
Awards
($)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Non-Qualified
Deferred
Compensation
Earnings
($)
|
All
Other
Compensation
($)
|
Total
($)
|
Barbara
Lamb
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
ASSETS
|
||
Current
Assets
|
||
Cash
|
$ | 46,496 |
Computer
equipment, net of accumulated depreciation of $ 386
|
1,329 | |
Total
Assets
|
$ | 47,825 |
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
||
LIABILITIES
|
||
Current
Liabilities
|
||
Accounts
payable and accrued liabilities – Note 5
|
$ | 12,907 |
STOCKHOLDERS’
EQUITY:
|
||
Common
stock, $.001 par value, 50,000,000 shares
authorized,
2,515,000 shares issued and outstanding
|
2,515 | |
Additional
paid in capital
|
58,685 | |
Deficit
accumulated during the development stage
|
(26,282) | |
Total
Stockholders’ Equity
|
34,918 | |
TOTAL
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$ | 47,825 |
Expenses:
|
||
Depreciation
|
$ | 385 |
General
and administrative
|
2,223 | |
Legal
and accounting
|
6,950 | |
Management
fees – Note 5
|
1,427 | |
Rent
and utilities – Note 5
|
5,602 | |
Travel,
meals and entertainment
|
5,633 | |
Website
|
4,062 | |
Total
general and administrative expenses
|
26,282 | |
Net
loss
|
$ | (26,282) |
Net
loss per share:
Basic and
diluted
|
$ | (0.01) |
Weighted
average shares outstanding:
Basic and
diluted
|
2,386,250 |
Common stock |
Additional
paid-in
|
Deficit
accumulated
during
the
Development
|
||||||||||||
Shares
|
Amount
|
capital | stage | Total | ||||||||||
Issuance
of common stock
for
cash to founder
|
2,000,000 | $ | 2,000 | $ | 18,000 | $ | - | $ | 20,000 | |||||
Issuance
of common stock
for
cash at $.08 per share
|
515,000 | 515 | 40,685 | - | 41,200 | |||||||||
Net
loss for the period
|
- | - | - | (26,282) | (26,282) | |||||||||
Balance,
November 30, 2007
|
2,515,000 | $ | 2,515 | $ | 58,685 | $ | (26,282) | $ | 34,918 |
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||
Net
loss
|
$ | (26,282) |
Adjustments
to reconcile net loss to
|
||
Cash
used by operating activities:
|
||
Depreciation
|
385 | |
Change in non-cash working capital items | ||
Increase
in accounts payable and accrued liabilities
|
12,907 | |
CASH
FLOWS USED IN OPERATING ACTIVITIES
|
(12,990) | |
CASH
FLOWS FROM FINANCING ACTIVITY
|
||
Proceeds
from sales of common stock
|
61,200 | |
CASH
FLOWS USED IN INVESTING ACTIVITY
|
||
Acquisition
of computer equipment
|
(1,714) | |
NET
INCREASE IN CASH
|
46,496 | |
Cash,
beginning of period
|
- | |
Cash,
end of period
|
$ | 46,496 |
SUPPLEMENTAL
CASH FLOW
INFORMATION
|
||
Interest
paid
|
$ | - |
Income
taxes paid
|
$ | - |
November
30, 2007
|
||
Refundable
Federal income tax attributable to:
|
||
Current
Operations
|
$ | 8,935 |
Less:
valuation allowance
|
(8,935) | |
Net
provision for Federal income taxes
|
$ | - |
November
30, 2007
|
||
Deferred
tax asset attributable to:
|
||
Net
operating loss carryover
|
$ | 8,935 |
Less:
valuation allowance
|
(8,935) | |
Net
deferred tax asset
|
$ | - |
1.
|
a
willful failure to deal fairly with the company or its shareholders in
connection with a matter in which the director has a material conflict of
interest;
|
2.
|
a
violation of criminal law (unless the director had reasonable cause to
believe that his or her conduct was lawful or no reasonable cause to
believe that his or her conduct was
unlawful);
|
3.
|
a
transaction from which the director derived an improper personal profit;
and
|
4.
|
willful
misconduct.
|
1.
|
such
indemnification is expressly required to be made by
law;
|
2.
|
the
proceeding was authorized by our Board of
Directors;
|
3.
|
such
indemnification is provided by us, in our sole discretion, pursuant to the
powers vested us under Nevada law;
or;
|
4.
|
such
indemnification is required to be made pursuant to the
bylaws.
|
Securities
and Exchange Commission registration fee
|
$ | 1 |
Federal
Taxes
|
$ | 0 |
State
Taxes and Fees
|
$ | 0 |
Listing
Fees
|
$ | 0 |
Printing
and Engraving Fees
|
$ | 1,000 |
Transfer
Agent Fees
|
$ | 1,000 |
Accounting
fees and expenses
|
$ | 15,000 |
Legal
fees and expenses
|
$ | 10,000 |
Total
|
$ | 27,001 |
Exhibit
Number
|
Description
|
24.1
|
Power
of Attorney (see attached signature
page)
|
|
|
a
willful failure to deal fairly with the corporation or its
shareholders in connection with a matter in which the
director has a material conflict of
interest;
|
|
|
a
violation of criminal law unless the director had
reasonable cause to believe that his or her conduct was
lawful or no reasonable cause to believe that his or her
conduct was unlawful;
|
|
|
a
transaction from which the director derived an improper personal
profit; and
|
|
|
willful
misconduct.
|
Longabaugh
Law Offices
2245C
Renaissance Drive
Las
Vegas, NV 89119
Phone:
(702) 967-6800 Fax: (702)
967-6789
|
|
Marvin
L. Longabaugh, Esq.
Jack
W. Fleeman, Esq.
http:\\www.longabaughlaw.com
|
Longabaugh
Law Offices
2245C
Renaissance Drive
Las
Vegas, NV 89119
Phone:
(702) 967-6800 Fax: (702)
967-6789
|
|
Marvin
L. Longabaugh, Esq.
Jack
W. Fleeman, Esq.
http:\\www.longabaughlaw.com
|