U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
Wishart Enterprises Limited.
(Exact name of Registrant as specified in its charter)

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 .

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|__|

If any of the securities being registered on the Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box | X |

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|__|

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.|__|

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.|__|

CALCULATION OF REGISTRATION FEE
         
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.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY DETERMINE.
 
COPIES OF COMMUNICATIONS TO:
Marvin Longabaugh, Esq.
2245C Renaissance Drive
Las Vegas, NV 89119
(702) 967-6800 Fax: (702) 967-6789
 
 
SUBJECT TO COMPLETION, Dated February 12, 2008

PROSPECTUS
WISHART ENTERPRISES LIMITED. 515,000
COMMON STOCK
INITIAL PUBLIC OFFERING

The selling shareholders named in this prospectus are offering up to 515,000 shares of common stock offered through this prospectus. We will not receive any proceeds from this offering and have not made any arrangements for the sale of these securities. We have, however, set an offering price for these securities of $0.08 per share. These shares will be sold from time to time at the total discretion of the selling shareholders.

 
Offering Price
Underwriting Discounts and
Commissions
Proceeds to Selling Shareholders
Per Share
$0.08
None
$0.08
Total
$41,200
None
$41,200

Our common stock is presently not traded on any market or securities exchange. The sales price to the public is fixed at $0.08 per share until such time as the shares of our common stock are traded on the NASD Over-The-Counter Bulletin Board. Although we intend to apply for quotation of our common stock on the NASD Over-The-Counter Bulletin Board through a market maker, public trading of our common stock may never materialize. If our common stock becomes traded on the NASD Over-The-Counter Bulletin Board, then the sale price to the public will vary according to prevailing market prices or privately negotiated prices by the selling shareholders.

The purchase of the securities offered through this prospectus involves a high degree of risk. See section entitled “Risk Factors” starting on page 6.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The Date of This Prospectus is:   February 12, 2008


Table of Contents
 
 
 


Summary

We were incorporated as “ Wishart Enterprises Ltd.” (“Wishart”) on December 17, 2006, in the State of Nevada for the purpose of developing a family of “Healing Naturally” health-related websites specifically for individuals with particular illnesses, as well as their families and friends. Currently we maintain one website, www.healinglupusnaturally.com , which provides information, inspiration, and direction for those dealing with lupus and we are developing other websites which relate to other illnesses.

We are a development stage company and have not generated significant sales to date. As of November 30, 2007, we had $46,496 in current assets and current liabilities in the amount of $12,907. Accordingly, our working capital position as of November 30, 2007 was $33,589. Since our inception through November 30, 2007, we have incurred a net loss of $26,282. Our current working capital is not sufficient to enable us to implement our business plan as set forth in this prospectus. For these and other reasons, our independent auditors have raised substantial doubt about our ability to continue as a going concern. Accordingly, we will require additional financing.

Our principal executive offices are located at #108-2940 Louise Street, Saskatoon, Saskatchewan, Canada S7J 5K2. Our phone number is 928-466-4316. Our fiscal year end is November 30.

The Offering

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.

Summary Financial Information

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
 

Risk Factors

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Currently, shares of our common stock are not publicly traded. In the event that shares of our common stock become publicly traded, the trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

Risks Associated with Our Financial Condition

Because our auditor has issued a going concern opinion regarding our company, there is an increased risk associated with an investment in our company.

We have earned limited revenue since our inception, which makes it difficult to evaluate whether we will operate profitably. Operating expenses for the period from December 13, 2006 (date of inception) to November 30, 2007, totaled $26,282. We have incurred cumulative net losses of $26,282 since December 13, 2006. We have not attained profitable operations and are dependent upon obtaining financing or generating revenue from operations to continue operations for the next twelve months. As of November 30, 2007, we had cash in the amount of $46,496. Our future is dependent upon our ability to obtain financing or upon future profitable operations. We reserve the right to seek additional funds through private placements of our common stock and/or through debt financing. Our ability to raise additional financing is unknown. We do not have any formal commitments or arrangements for the advancement or loan of funds. For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern. As a result, there is an increased risk that you could lose the entire amount of your investment in our company.

Because we have a limited operating history, it is difficult to evaluate your investment in our stock.
 
Evaluation of our business will be difficult because we have a limited operating history. We are in the development stage of our business and have not yet begun to offer our products. To date, revenues are not substantial enough to maintain us without additional capital injection if we determine to pursue a growth strategy before significant revenues are generated. We face a number of risks encountered by early-stage companies, including our need to develop infrastructure to support growth and expansion; our need to obtain long-term sources of financing; our need to establish our marketing, sales and support organizations; and our need to manage expanding operations. Our business strategy may not be successful, and we may not successfully address these risks. If we are unable to sustain profitable operations, investors may lose their entire investment in us.


Risks Associated with Our Business Model

Because we have not established the “Wishart”, “Healing Naturally” and “healinglupusnaturally.com” names, and our products and name have little, if any, name recognition, we may be prevented from generating revenues, which will reduce the value of your investment.
 
Because we are a new company with new products and we have not conducted advertising, there is little or no recognition of our “Wishart”, “Healing Naturally” and “healinglupusnaturally.com”  names. As a result, consumers may utilize websites other than ours that have brand recognition in the market and we may be unable to generate sufficient revenues to meet our expenses or meet our business plan objectives, which will reduce the value of your investment.
 
Because our business plan includes forming business alliances with third party businesses, and there is no guarantee that we will be able to find such like-minded “Strategic Partners,” we may be unable to pursue our intended course of business, and our business may fail.

Our business plan anticipates us functioning in tandem with one or more health-related businesses or companies (our “Strategic Partners”) that will add value, content and increased traffic to our own site. To date, we have not found such a Strategic Partner, and there is no guarantee that we will be able to identify one or that any potential Strategic Partner would be amendable to participating with us in pursuing our existing business model. Failure to secure a Strategic Partner will likely  have a negative material impact on our operations.

If we are unable to successfully manage growth, our operations could be adversely affected.

Our progress is expected to require the full utilization of our management, financial and other resources, which to date has occurred with limited working capital. Our ability to manage growth effectively will depend on our ability to improve and expand operations, including our financial and management information systems, and to recruit, train and manage sales personnel. There can be no absolute assurance that management will be able to manage growth effectively.

If we are unable to succeed in marketing, establishing partnerships, and maintaining a large enough visitor base to support our business operations, we will be unable to achieve profitable operations, and our business may fail.

If we are unable to succeed in marketing maintaining a large enough visitor base to support our business operations, we will be unable to achieve profitable operations. Any time a new website is introduced into a market, there is a substantial risk that revenue will not meet expectations or even cover the cost of operations. General market conditions are unpredictable, and traffic might be slow or even non-existent , which would result in limited or non-existent advertising revenue . While we anticipate the ability to drive traffic to our websites, there is no way to predict the volume of traffic
 
 
that will occur or even if traffic will be sufficient to support our future operations . Numerous factors beyond our control may affect the marketability of the Site offered. These factors include, but are not limited to, consumer demand and emerging competition. The exact effect of these factors cannot be accurately predicted, but it is possible they may result in our not receiving an adequate return on our invested capital.

If new competitors enter the market and emulate our business model, our sales and profitability may be negatively materially impacted.

The Internet is a highly competitive arena with competition continually increasing. There is no assurance that there will not be future competition from other companies that could potentially enter the market and try to emulate our business model. This could result in a decrease in revenue, reduced operating margins and a loss of market share for us at a later date. To remain com petitive in both revenue and access to resources and capital, we may be required to make substantial investments in our advertising, distribution network, and sales and marketing activities. In addition, in the event that competitors enter the marketplace, we might face pressure from competitors on the sales prices of our products, as well as from potential customers. As a result of any of these factors, there could be a material adverse effect on our sales and profitability.

If we are unable to continually upgrade and expand our systems, our business will fail.

If we are unable to continually upgrade and expand our systems in order to keep up with the technological change within our industry, we will not be able to compete within our industry and our business will fail. The Internet market is characterized by rapidly changing technologies, evolving industry standards, changing customer needs, and frequent new product and service introductions. Our future success will depend, in part, on our ability to change and evolve, to use technologies effectively, to further expand our family of websites , and to potentially develop new services to meet changing customer needs on a timely and cost-effective basis. There can be no assurance that we will be successful in this change and evolution on a timely basis. Although we intend to support emerging standards in the Internet marketplace, there can be no assurance that industry standards will be established or, if they become established, that we will be able to conform to these new standards in a timely fashion and maintain a competitive position in the market.

Because we are dependent on third parties, should those services be interrupted or become more costly, we may experience a material adverse effect on the acceptance of our brand and on our business, financial condition, and operating results.

Because we are dependent on third parties, we face potential losses if any of the services provided by these third parties are interrupted or become more costly. Our operations and services are dependent on the protections of our equipment from fire, earthquakes, power loss, telecommunications failures and similar events. A significant portion of our equipment, including all critical “server” equipment dedicated to our Internet Web Portal site, will be located at a single facility operated by an independent third-party. Despite precautions taken by us and our third-party “server park” operator, the occurrence of a natural disaster or other unanticipated problems at our corporate offices or those of the server park operator, could cause interruptions in our services.
 
 
We will be relying upon our server park operator to provide redundant or backup equipment and telecommunications facilities. Any accident, incident or system failure that causes interruptions in our operations could have a material adverse affect on our ability to provide Internet services to our customers. Extensive or multiple interruptions in providing customers with site access are a known primary reason for customer decisions to abandon the use of Internet sites/services. Accordingly, any disruption of our services due to system failures could have a material adverse affect on our business, financial condition and results of operations. Additionally, any failure on the part of our Strategic Partners, upon whom we may rely to drive traffic to our Site, will reflect poorly upon our brand and result in reduced traffic to our Site and, therefore, reduced revenue.

Because we rely heavily upon third-party telecommunications providers, any disruption in that telecommunication will have adverse effects on our business operations.

If telecommunications providers lose service to their customers, our customers will not be able to access our service. We will be rel ying on our web hosting company for our customers to access our web site. In the Internet marketplace it is not unusual for telecommunications providers to lose service in a market area, although these problems are usually cured within 24 hours. Any accident, incident, system failure or discontinuance of operations involving a third-party telecommunications provider that causes our members or visitors to be unable to access our site could have a material adverse affect on our ability to provide services to our customers and, in turn, on our business, financial condition, and results of operations.

If there are events or circumstances affecting the reliability and security of the Internet, access to our Site and/or the ability to safeguard confidential information could be impaired causing a negative effect on the financial results of our business operations.

Despite the implementation of security measures, our web site infrastructure may be vulnerable to computer viruses, hacking or similar disruptive problems caused by members, other Internet users, other connected Internet sites, and the interconnecting telecommunications networks. Such problems caused by third-parties could lead to interruptions, delays or cessation of service to our customers. Inappropriate use of the Internet by third-parties could also potentially jeopardize the security of confidential information stored in our computer system, which may deter individuals from becoming customers. Such inappropriate use of the Internet includes attempting to gain unauthorized access to information or systems, which is commonly known as “cracking” or “hacking.” Although we intend to implement security measures, such measures have been circumvented in the past, and there can be no assurance that any measures we implement would not be circumvented in future. Dealing with problems caused by computer viruses or other inappropriate uses or security breaches may require interruptions, delays or cessation of service to our customers, which could have a material adverse affect on our business, financial condition and results of operations.

If we cannot develop or expand our site infrastructure reasonably, effectively, or in a timely manner, we may suffer a loss in business.

The future success of our business will depend to a large extent on the capacity, reliability and security of our Site infrastructure. As consumer visitation increases, we will be required to expand
 
 
and adapt our Site infrastructure. Such expansion and adaptation will require substantial financial, operational and management resources. We believe that we will have the necessary funds for capital expenditures on Site software and hardware infrastructure during the next twelve months. In the event that we grow very rapidly, there can be no assurance that we will be able to keep up or expand or adapt our Site infrastructure to meet evolving consumer demand on a timely basis and at a commercially reasonable cost, or at all. If we are unable to expand and adapt our Site infrastructure to accommodate visitors to our Site, customers could stop using our service, resulting in a loss of business.

Because the industry is dependent upon general economic conditions and uncertainties, future developments could result in a material adverse effect on our business.

U S trade & industry is subject to economic changes and periodical fluctuations. Prolonged declines in the economy and/or a recession could have a material adverse effect on our business. The national economy is affected by numerous factors and conditions, a ll of which are beyond our control, including (a) Interest rates; (b) Inflation; (c) Employment levels; (d) Changes in disposable income; (e) Financing availability; (f) Federal and state income tax policies; and (g) Consumer confidence.

Because the e-commerce market is subject to cyclical variations, those variations may have a material adverse effect on our business.

Since many of our advertisers and partners will be online retailers of health-related products, we will be subject to cyclical variations in the e-commerce market. Internet usage, and in turn e-commerce, slows down in the summer months. Online retailers rely on the expenditure of discretionary income for most, if not all, sales. Economic downturns, whether real or perceived, in economic conditions or prospects could adversely affect consumer spending habits and, therefore, have a material adverse effect on our revenue, cash flow and results of operations as advertisers reduce their advertising expenditures in response to changes in spending. Alternatively, any improvement, whether real or perceived, in economic conditions or prospects could adversely impact our partners’ ability to acquire merchandise and, therefore, have a material adverse effect on our business, prospects, financial condition and results of operations, as their available supply of merchandise may be negatively impacted by increased competition.

Risks Associated with Management and Control Persons

Because our management is inexperienced in operating an online alternative health information business, our business plan may fail.

Our management does not have any specific training in running an online alternative health information business. With no direct training or experience in this area, our management may not be fully aware of many of the specific requirements related to working within this industry. As a result, our management may lack certain skills that are advantageous in managing our company. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management’s lack of experience in this industry.


Because our management has only agreed to provide their services on a part-time basis, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

Barbara Lamb, our President and Director, devotes approximately 30 hours per week, and Yvonne Price, our Vice-President, devotes approximately 5 hours per week to our business affairs. We do not have an employment agreement with Barbara Lamb or Yvonne Price, nor do we maintain key life insurance for them. Currently, we do not have any full or part-time employees. If the demands of our business require the full business time of our management, it is possible that they may not be able to devote sufficient time to the management of our business, as and when needed. If our management is unable to devote a sufficient amount of time to manage our operations, our business will fail.

If we are unable to hire and retain key personnel, we may not be able to implement our business plan.

Due to the specified nature of our business, having certain key personnel is essential to the development and marketing of the products we plan to sell and thus to the entire business itself. Consequently, the loss of any of those individuals may have a substantial effect on our future success or failure. We may have to recruit qualified personnel with competitive compensation packages, equity participation, and other benefits that may affect the working capital available for our operations. Management may have to seek to obtain outside independent professionals to assist them in assessing the merits and risks of any business proposals as well as assisting in the development and operation of many company projects. No assurance can be given that we will be able to obtain such needed assistance on terms acceptable to us. Our failure to attract additional qualified employees or to retain the services of key personnel could have a material adverse effect on our operating results and financial condition.

Because our President and Director, Barbara Lamb owns approximately 79.5% of our outstanding common stock, investors may find that corporate decisions influenced by Barbara Lamb are inconsistent with the best interests of other stockholders.

Barbara Lamb is our President and Director. She owns approximately 79.5% of the outstanding shares of our common stock. Accordingly, she will have an overwhelming influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all or substantially all of our assets, and also the power to prevent or cause a change in control. While we have no current plans with regard to any merger, consolidation or sale of substantially all of our assets, the interests of Barbara Lamb may still differ from the interests of the other stockholders.

Because our President and Director, Barbara Lamb owns approximately 79.5% of our outstanding common stock, the market price of our shares would most likely decline if she were to sell a substantial number of shares all at once or in large blocks.


Our President and Director, Barbara Lamb owns 2,000,000 shares of our common stock, which equates to 79.5% of our outstanding common stock. There is presently no public market for our common stock although we plan to apply for quotation of our common stock on the NASD over-the-counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. If our shares are publicly traded on the over-the-counter bulletin board, Barbara Lamb will be eligible to sell her shares publicly subject to the volume limitations in Rule 144. The offer or sale of a large number of shares at any price may cause the market price to fall. Sales of substantial amounts of common stock or the perception that such transactions could occur may materially and adversely affect prevailing markets prices for our common stock.

Risks Related to Legal Uncertainty

If our medical information or the products of our advertisers are found to cause injury, have defects, or fail to meet industry standards, we may incur substantial litigation, judgment, and product liability costs, which will increase our losses and negatively affect our brand name reputation and product sales.

Because the information we provide and the products our advertisers provide are of a medical nature, we may be subject to liability for any incidents that may occur in connection with the application of this information or the use of these products or due to claims of incompetency or of defective design, integrity or durability of the products. We do not currently maintain liability insurance coverage for such claims. If we are unable to obtain such insurance, product liability claims could adversely affect our brand name reputation, revenues and ultimately lead to losses. The occurrence of any claims, judgments, or product recalls will negatively affect our brand name image and advertising sales, as well as lead to additional costs.

New legislation, including the Sarbanes-Oxley Act of 2002, may make it more difficult for us to retain or attract officers and directors.

The Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding corporate accountability in connection with recent accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the
accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under the Securities Exchange Act of 1934. Upon becoming a public company, we will be required to comply with the Sarbanes-Oxley Act. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may deter qualified individuals from accepting these roles. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. We continue to evaluate and monitor developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.
 

Risks Related to Our Securities

If a market for our common stock does not develop, shareholders may be unable to sell their shares.

A market for our common stock may never develop. We intend to contact an authorized OTC Bulletin Board market-maker for sponsorship of our securities on the OTC Bulletin Board upon the effectiveness of the registration statement of which this prospectus forms a part. However, our shares may never be traded on the bulletin board, or, if traded, a public market may not materialize. If our common stock is not traded on the bulletin board or if a public market for our common stock does not develop, investors may not be able to re-sell the shares of our common stock that they have purchased and may lose all of their investment.

If the selling shareholders sell a large number of shares all at once or in blocks, the market price of our shares would most likely decline.

The selling shareholders are offering 515,000 shares of our common stock through this prospectus. The outstanding shares of common stock covered by this prospectus represent approximately 20.5% of the common shares outstanding as of the date of this prospectus. Our common stock is presently not traded on any market or securities exchange, but should a market develop, shares sold at a price below the current market price at which the common stock is trading will cause that market price to decline. Moreover, the offer or sale of a large number of shares at any price may cause the market price to fall.

If we issue shares of preferred stock with superior rights than the common stock registered in this prospectus, it could result in a decrease in the value of our common stock and delay or prevent a change in control of us.

Our board of directors may become authorized to issue shares of preferred stock. Our board of directors may then have the power to establish the dividend rates, liquidation preferences, voting rights, redemption and conversion terms and privileges with respect to any series of preferred stock. The issuance of any shares of preferred stock having rights superior to those of the common stock may result in a decrease in the value or market price of the common stock. Holders of preferred stock may have the right to receive dividends, certain preferences in liquidation and conversion rights. The issuance of preferred stock could, under certain circumstances, have the effect of delaying, deferring or preventing a change in control of us without further vote or action by the stockholders and may adversely affect the voting and other rights of the holders of common stock.
 
If our common stock is quoted on the over-the-counter bulletin board or traded and a public market for our common stock develops, short selling could increase the volatility of our stock price.
 
Short selling occurs when a person sells shares of stock which the person does not yet own and promises to buy stock in the future to cover the sale. The general objective of the person selling the shares short is to make a profit by buying the shares later, at a lower price, to cover the sale.
 
 
Significant amounts of short selling, or the perception that a significant amount of short sales could occur, could depress the market price of our common stock. In contrast, purchases to cover a short position may have the effect of preventing or retarding a decline in the market price of our common stock, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of our common stock may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued at any time. These transactions may be effected on over-the-counter bulletin board or any other available markets or exchanges. Such short selling if it were to occur could impact the value of our stock in an extreme and volatile manner to the detriment of our shareholders.

Because we do not expect to pay dividends for the foreseeable future, investors seeking cash dividends should not purchase our common stock.

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future. Our payment of any future dividends will be at the discretion of our board of directors after taking into account various factors, including but not limited to our financial condition, operating results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at the time. Accordingly, investors must rely on sales of their own common stock after price appreciation, which may never occur, as the only way to realize their investment. Investors seeking cash dividends should not purchase our common stock.

Because we will be subject to the “Penny Stock” rules once our shares are quoted on the over-the-counter bulletin board, the level of trading activity in our stock may be reduced.

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges or quoted on Nasdaq). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules, and investors in our common stock may find it difficult to sell their shares.
 
 
If our shares are quoted on the over-the-counter bulletin board, we will be required to remain current in our filings with the SEC and our securities will not be eligible for quotation if we are not current in our filings with the SEC.

In the event that our shares are quoted on the over-the-counter bulletin board,   we will be required order to remain current in our filings with the SEC in order for shares of our common stock to be eligible for quotation on the over-the-counter bulletin board. In the event that we become delinquent in our required filings with the SEC, quotation of our common stock will be terminated following a 30 day grace period if we do not make our required filing during that time. If our shares are not eligible for quotation on the over-the-counter bulletin board, investors in our common stock may find it difficult to sell their shares.

Forward -Looking Statements

This prospectus contains forward-looking statements that involve risks and uncertainties. We use words such as anticipate, believe, plan, expect, future, intend and similar expressions to identify such forward-looking statements. The actual results could differ materially from our forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in this Risk Factors section and elsewhere in this prospectus.

Use of Proceeds

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.

Determination of Offering Price

The $0.08 per share offering price of our common stock was arbitrarily chosen using the last sales price of our stock from our most recent private offering of common stock. There is no relationship between this price and our assets, earnings, book value or any other objective criteria of value.
We intend to apply to the NASD over-the-counter bulletin board for the quotation of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934. We intend to file a registration statement under the Exchange Act concurrently with the effectiveness of the registration statement of which this prospectus forms a part. 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.

Dilution

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing shareholders.
 

Selling Shareholders

The selling shareholders named in this prospectus are offering all of the 515,000 shares of common stock offered through this prospectus. These shares were acquired from us in an offering that was exempt from Registration under Regulation S of the Securities Act of 1933, as amended, and completed on March 15, 2007.

The following table provides information regarding the beneficial ownership of our common stock held by each of the selling shareholders as of February 12, 2008, including:

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.

The named parties beneficially own and have sole voting and investment power over all shares or rights to the shares, unless otherwise shown in the table. The numbers in this table assume that none of the selling shareholders sells shares of common stock not being offered in this prospectus or purchases additional shares of common stock, and assumes that all shares offered are sold. The percentages are based on 2,515,000 shares of common stock outstanding on February 12, 2008.

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

None of the selling shareholders; (1) has had a material relationship with us other than as a shareholder at any time within the past three years; (2) has been one of our officers or directors; or (3) are broker-dealers or affiliate of broker-dealers.

The selling shareholders and any broker/dealers who act in connection with the sale of the shares may be deemed to be “underwriters” within the meaning of the Securities Acts of 1933, and any commissions received by them and any profit on any resale of the shares as a principal might be deemed to be underwriting discounts and commissions under the Securities Act.


Plan of Distribution

The selling shareholders may sell some or all of their common stock in one or more transactions, including block transactions:

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.

We intend to contact an authorized Over-The-Counter Bulletin Board market-maker for sponsorship of our securities on the Over-The-Counter Bulletin Board. Currently, we or anyone acting on our behalf has requested or encouraged any broker-dealer to act as a market-maker for our securities. The sales price to the public is fixed at $0.08 per share until such time as the shares of our common stock become quoted on the NASD Over-The-Counter Bulletin Board or another exchange. Although we intend to apply for quotation of our common stock on the NASD Over-The-Counter Bulletin Board, public trading of our common stock may never materialize. If our common stock becomes traded on the NASD Over-The-Counter Bulletin Board, or another exchange, then the sales price to the public will vary according to the selling decisions of each selling shareholder and the market for our stock at the time of resale. In these circumstances, the sales price to the public may be:

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.

The shares may also be sold in compliance with the Securities and Exchange Commission's Rule 144.

The selling shareholders may also sell their shares directly to market makers acting as agents in unsolicited brokerage transactions. Any broker or dealer participating in such transactions as an agent may receive a commission from the selling shareholders or from such purchaser if they act as agent for the purchaser. If applicable, the selling shareholders may distribute shares to one or more of their partners who are unaffiliated with us. Such partners may, in turn, distribute such shares as described above.
We are bearing all costs relating to the registration of the common stock. The selling shareholders, however, will pay any commissions or other fees payable to brokers or dealers in connection with any sale of the common stock.

The selling shareholders must comply with the requirements of the Securities Act of 1933 and the Securities Exchange Act in the offer and sale of the common stock. In particular, during such times as the selling shareholders may be deemed to be engaged in a distribution of the common stock, and therefore be considered to be an underwriter, they must comply with applicable law and may, among other things:
 

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.

Legal Proceedings

We are not currently a party to any legal proceedings.

Directors , Executive Officers, Promoters and Control Persons

Our executive officers and directors and their respective ages as of the date of this Prospectus are as follows:

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

Set forth below is a brief description of the background and business experience of our executive officers and Directors.

Barbara Lamb is our President, Chief Executive Officer, Principal Executive Officer, Chief Financial Officer, Principal Financial Officer, Principal Accounting Officer and Director. Ms. Lamb holds a Bachelor of Education and a professional teaching certificate from the province of Alberta and an Honors Post Baccalaureate Diploma from Simon Fraser University.  She also holds a teaching certificate from the University of Saskatchewan.  She taught primary school from 1968 to 1973, when her illness interrupted her career.  Upon regaining her health, Ms. Lamb resumed her career and taught primary school from 1992 until 1999.  Since 2000 she has been focused on refining her strategy for helping people combat lupus. She currently devotes all of her working time to Wishart Enterprises Limited.

Yvonne Price is our Vice-President and Director.  She is Ms. Lamb’s sister.  Mrs. Price has been a receptionist at the President´s office at Innovation Place at the University of Saskatchewan (located in Saskatoon) since 2003.  From 1989 to 2002 she was a secretary at Queen Street Diagnostic Imaging, also in Saskatoon, Saskatchewan.  She completed the Medical Office Assistant Program at Robertson Career College in 1988.
 

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

Significant Employees

We do not currently have any significant employees aside from Barbara Lamb and Yvonne Price.

Involvement in Certain Legal Proceedings
 
To the best of our knowledge, during the past five years, none of the following occurred with respect to our present or former director, executive officer, or employee: (1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of February 12, 2008, certain information as to shares of our common stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group:

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.
 
Description of Securities

Our authorized capital stock consists of 50,000,000 shares of common stock, with a par value of $0.001 per share, and no shares of preferred stock. As of February 12, 2008, there were 2,515,000 shares of our common stock issued and outstanding. Our shares are held by forty-two (42) stockholders of record. We have not issued any shares of preferred stock.

Common Stock

Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders of our common stock representing fifty percent (50%) of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.

Subject to any preferential rights of any outstanding series of preferred stock created by our board of directors from time to time, the holders of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board of directors from funds available therefore.

Subject to any preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon liquidation, dissolution or winding up, the holders of shares of our common stock will be entitled to receive pro rata all assets available for distribution to such holders.

In the event of any merger or consolidation with or into another company in connection with which shares of our common stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our common stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash). Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
 

Provisions in Our Articles of Incorporation and By-Laws That Would Delay, Defer or Prevent a Change in Control

Our articles of incorporation authorize our board of directors to issue a class of preferred stock commonly known as a "blank check" preferred stock. Specifically, the preferred stock may be issued from time to time by the board of directors as shares of one (1) or more classes or series. Our board of directors, subject to the provisions of our Articles of Incorporation and limitations imposed by law, is authorized to adopt resolutions; to issue the shares; to fix the number of shares; to change the number of shares constituting any series; and to provide for or change the following: the voting powers; designations; preferences; and relative, participating, optional or other special rights, qualifications, limitations or restrictions, including the following: dividend rights, including whether dividends are cumulative; dividend rates; terms of redemption, including sinking fund provisions; redemption prices; conversion rights and liquidation preferences of the shares constituting any class or series of the preferred stock.

In each such case, we will not need any further action or vote by our shareholders. One of the effects of undesignated preferred stock may be to enable the board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a tender offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred stock pursuant to the board of director's authority described above may adversely affect the rights of holders of common stock. For example, preferred stock issued by us may rank prior to the common stock as to dividend rights, liquidation preference or both, may have full or limited voting rights and may be convertible into shares of common stock. Accordingly, the issuance of shares of preferred stock may discourage bids for the common stock at a premium or may otherwise adversely affect the market price of the common stock.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Share Purchase Warrants

We have not issued and do not have outstanding any warrants to purchase shares of our common stock.

Options

We have not issued and do not have outstanding any options to purchase shares of our common stock.
 

Convertible Securities

We have not issued and do not have outstanding any securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

Nevada Anti-Takeover Laws

Nevada Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply. Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply to our company.

Interests of Named Experts and Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Marvin Longabaugh, Esq., our independent legal counsel, has provided an opinion on the validity of our common stock.

Maddox Ungar Silberstein, PLLC, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in his audit report. Maddox Ungar Silberstein, PLLC has presented his report with respect to our audited financial statements. The report of Maddox Ungar Silberstein, PLLC is included in reliance upon his authority as an expert in accounting and auditing.

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

Our articles of incorporation provide that we will indemnify an officer, director, or former officer or director, to the full extent permitted by law. We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act of 1933 is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.
 

Organization within the Last Five Years

We were incorporated as “ Wishart Enterprises Ltd.” on December 17, 2006, in the State of Nevada for the purpose of developing a family of “Healing Naturally” health-related websites specifically for individuals with particular illnesses, as well as their families and friends. Currently we maintain one website, www.healinglupusnaturally.com , which provides information, inspiration, and direction for those dealing with lupus .  We intend to earn revenue by selling advertising space on this and future websites, by selling third party health products directly through our websites using e-commerce functionality, and from product referral, sponsorship and affiliate fees from third parties.

Our principal executive offices are located at #108-2940 Louise Street, Saskatoon, Saskatchewan, Canada  S7J 5K2. Our telephone number is 928-466-4316. Barbara Lamb, our President and Director, and Yvonne Price, our Vice-President, are persons that may be described as “promoters” as defined in Rule 405 of the Securities Act by virtue of their roles in founding and organizing our company.

Our fiscal year end is November 30, 2007.

Description of Business

Company Overview

We were incorporated as “ Wishart Enterprises Ltd.” (“Wishart”) on December 17, 2006, in the State of Nevada for the purpose of developing a family of “Healing Naturally” health-related websites specifically for individuals with particular illnesses, as well as their families and friends. Currently we maintain one website, www.healinglupusnaturally.com , which provides information, inspiration, and direction for those dealing with lupus .  We intend to earn revenue by selling advertising space on this and future websites, by selling third party health products directly through our websites using e-commerce functionality, and from product referral, sponsorship and affiliate fees from third parties.

Business of Company

We are engaged in the business of developing a family of “Healing Naturally” health-related websites advocating a blend of western medicine with alternative health practices such as meditation, yoga, and careful nutrition specifically designed for individuals with particular illnesses, as well as their families and friends. We have already developed our initial website, www.healinglupusnaturally.com (our “Product” or our “Site”), which provides information, inspiration, and direction for those dealing with lupus .   Such a product will allow people with specific illnesses and their families and friends efficient and convenient access to information regarding an alternative approach to dealing with their illness.
 

We intend to earn revenue by selling advertising space on this and future websites, by selling third party health products directly through our websites using e-commerce functionality, and from product referral, sponsorship and affiliate fees from third parties. We are currently in the process of designing and developing our Site with the aid of Marginally Clever Software.  The beta version of our Site was posted on the Internet in August, 2007, and we have continued to refine our Site since then. We are also presently developing our Site’s advertising and affiliate capability. When we are satisfied that our Site will compete effectively in the Internet Industry by being the most practical and informative health-related website, we will begin to promote it to individuals with specific illnesses as well as their families and friends.

Alternative Healing Industry

Alternative medicine is a term covering practices which differ from current medical methods (such as homeopathy , naturopathy , chiropractic , and herbal medicine ). It has been defined as every available approach to healing that does not fall within the realm of conventional medicine.  Alternative medicine is commonly categorized together with complementary medicine under the umbrella term ' complementary and alternative medicine ' (“ CAM ”).  The term complementary medicine refers to alternative medicine treatments used in addition (complementary) to conventional medicine prescribed by a physician.  CAM incorporates integrative medicine and various subjects such as herbalism , meditation , chiropractic , yoga , body work and diet-based therapies. Alternative medicine practices may be based on non-traditional belief systems or philosophies, and some may not follow the scientific method. They may incorporate spiritual, metaphysical, or religious underpinnings, untested practices, pre-modern medical traditions, or newly developed approaches to healing. If an initially untested alternative medical approach is subsequently shown to be safe and effective, it may then be adopted by conventional practitioners and no longer considered "alternative."

Many people utilize mainstream medicine for diagnosis and basic information, while turning to alternatives for what they believe to be health-enhancing measures. However, studies indicate that a majority of people use alternative approaches in conjunction with conventional medicine.  Edzard Ernst, the first Professor of Complementary Medicine in the United Kingdom, wrote in the 2003 Medical Journal of Australia that “about half the general population in developed countries uses complementary and alternative medicine.”

A survey released in May 2004 by the National Center for Complementary and Alternative Medicine, part of the National Institutes of Health in the United States, found that in 2002, 36% of Americans used some form of alternative therapy in the past 12 months, 50% in a lifetime - a category that included yoga, meditation, herbal treatments and the Atkins diet.  If prayer was counted as an alternative therapy, the figure rose to 62.1%. 25% of people who use CAM do so because a medical professional suggested it.  A British telephone survey by the BBC of 1209 adults in 1998 shows that around 20% of adults in Britain had used alternative medicine in the previous 12 months.

The use of alternative medicine appears to be increasing. A study published in the 1998 Journal of the American Medical Association showed that the use of alternative medicine had risen from 33.8% in 1990 to 42.1% in 1997.  In the United Kingdom, a 2000 report ordered by the House of Lords suggested that "...limited data seem to support the idea that CAM use in the United Kingdom is high and is increasing."
 

Increasing numbers of medical colleges have started offering courses in alternative medicine. For example, the University of Arizona College of Medicine offers a program in Integrative Medicine under the leadership of Dr. Andrew Weil which trains physicians in various branches of alternative medicine that "...neither rejects conventional medicine, nor embraces alternative practices uncritically." In three separate research surveys that surveyed 729 schools in the United States (125 medical schools offering an MD degree, 25 medical schools offering a Doctor of Osteopathy degree, and 585 schools offering a nursing degree), 60% of the standard medical schools, 95% of osteopathic medical schools and 84.8% of the nursing schools teach some form of CAM.

The Internet

According to Internet World Stats ( http://www.internetworldstats.com/emarketing.htm ), the number of people who are using the World Wide Web has grown from 16 million users, or 0.4% of the global population in December of 1995, to 1,262,032,697 and 19.1% of the global population in November of 2007.  The Internet has emerged as a major communications medium and has already fundamentally changed many sectors of the economy, including the marketing and sales of financial services, travel and entertainment, among others.  The Internet is also changing the healthcare industry and has transformed how consumers find and utilize healthcare information.

Internet advertising continues to grow rapidly. We believe that this market growth is driven by several factors, including consumers shifting their buying and media preferences to online services and the benefits of online advertising relative to traditional media, which include interactivity, rapid and measurable user feedback and the ability to target consumers more efficiently.

Our Product

The rising interest in and use of alternative healing in addition to the widespread and increasing use of the internet as a source of healthcare information have resulted in what we anticipate will be a highly receptive potential market for our Product. Our business plan is to develop a family of “Healing Naturally” health-related websites advocating a blend of western medicine with alternative health practices such as meditation, yoga, and careful nutrition.  Our founder, Barbara Lamb, understands that she is one of the rare people to go from full-blown lupus erythematosus to remission or near-remission, and she attributes her improved health to a disciplined, long-term health program explained in our Site , www.healinglupusnaturally.com , which is our primary portal at this time.  We intend that this Site, and our future consumer portals, will help consumers take an active role in managing their health.

Content offerings at www.healinglupusnaturally.com currently include information about Barbara Lamb’s struggle with lupus, her approach to healthy living, a discussion of natural therapies and products, and recommended strategies for lupus sufferers.  We intend that our future websites dealing with other illnesses will also take this personal approach, with information and experiences from real people who have suffered from the illness.   We state clearly that the individual’s medical doctor must be consulted in connection with any regimen, advice that will be emphasized in all “Healing Naturally” websites.
 

Competition

We face significant competition for Internet visitors from a range of health and wellness websites on the internet, including:

·  
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

We intend to distinguish ourselves and attract visitors by offering a high quality product that takes a personal approach.  Our Site is presented from the perspective of an individual who suffers from lupus and has found what she believes are successful strategies to cope with the illness, and we intend to take this approach with future websites.  We believe that presenting this information from the perspective of someone suffering with the particular illness is qualitatively different from most of the health and wellness websites currently on the Internet.

We anticipate that our success will depend upon our ability to remain competitive in our website subject areas. The failure to compete successfully in the future could result in a material deterioration of customer loyalty and our image and could have a material adverse effect on our business.

Intellectual Property

We intend, in due course, subject to legal advice, to apply for trademark protection and/or copyright protection in the United States, Canada, and other jurisdictions.

We intend to aggressively assert our rights trademark and copyright laws to protect our intellectual property, including product design , product research and concepts and recognized trademarks. These rights are protected through the acquisition of trademark registrations, the maintenance of copyrights, and, where appropriate, litigation against those who are, in our opinion, infringing these rights.

While there can be no assurance that registered trademarks and copyrights will protect our proprietary information, we intend to assert our intellectual property rights against any infringer. Although any assertion of our rights can result in a substantial cost to, and diversion of effort by, our company, management believes that the protection of our intellectual property rights is a key component of our operating strategy.
 

Regulatory Matters

We are unaware of and do not anticipate having to expend significant resources to comply with any governmental regulations of the online healthcare information industry. We are subject to the laws and regulations of those jurisdictions in which we plan to sell our product, which are generally applicable to business operations, such as business licensing requirements, income taxes and payroll taxes. In general, the development and operation of our Site is not subject to special regulatory and/or supervisory requirements.

Employees

We have no other employees other than our officers and directors. Barbara Lamb is our Director, President, Secretary, and Treasurer. Yvonne Price is our Vice-President.

Environmental Laws

We have not incurred and do not anticipate incurring any expenses associated with environmental laws.

Description of Property

We maintain our corporate office at #108-2940 Louise Street, Saskatoon, Saskatchewan, Canada  S7J 5K2 .  We pay Barbara Lamb $500 per month for the use of the office space.

Plan of Operation

Historical results and trends should not be taken as indicative of future operations. Management's statements contained in this report that are not historical facts are forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project," "prospects," or similar expressions. The Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on the operations and future prospects of the Company on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Product Development

We intend to continue the development and refinement of our Product over the coming months. We will first focus our efforts on our initial Site by investing in the resources needed to deliver health and wellness information by continuing to build our repository of wellness content, introducing and broadening our interactive services such as forums and blogs, and increasing their functionality
 
 
relative to similar products in the marketplace.  On April 23, 2007, we engaged Marginally Clever Software to develop our Site and have been refining the Site since that date.

We currently own a number of other domains which we intend to develop in the future.  These include:

·  
healingarthritisnaturally.com
·  
healingdiabetesnaturally.com
·  
healingosteoarthritisnaturally.com
·  
healingosteoporosisnaturally.com
·  
healinggerdnaturally.com
·  
healingibsnaturally.com
·  
healinghiatalhernianaturally.com
·  
healingibdnaturally.com
·  
healingprostatitisnaturally.com
·  
healingdepressionnaturally.com
·  
healingheartdiseasenaturally.com
·  
healingcancersnaturally.com
·  
healingliverdiseasenaturally.com

We intend to acquire and develop additional domains as our business grows.  Some of the new domains will deal with specific ailments and others will simply refer back to other domains.  The purpose of these “refer back” domains is to increase our visibility and accessibility on the Internet.  We intend to begin tracking visitors to our websites and other usage data and report this on a periodic basis.

We also intend to develop multiple language websites, translating our English content to other languages using free or low-cost computer programs available on the Internet.  Although the resulting translations may lose some dialectic artifacts, we believe they will provide useful information to individuals who are suffering from particular ailments.  The goal of providing multiple languages is to increase the aggregate number of visitors to our family of websites.  We believe that some foreign language visitors to our websites will be interested in the products we advertise or feature, which will lead to increased revenue.  All of our websites will contain meta tag keywords in multiple languages to enable us to attract the most visitors possible.  Meta tags are hidden identifiers in web pages which are recognized by search engines such as Google and enable more accurate web searches.

Our plan is to create an interactive, feature-rich family of “Healing Naturally” websites which will become the destination of choice for individuals in search of an alternative approach to dealing with their illness. The overriding goal of our websites will be to maximize the number of unique and repeat visitors and the time visitors spend at our websites.  The appeal to repeat visitors is sometimes called stickiness.  To maximize stickiness we intend to develop the following features for our websites:

·  
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

Revenue Generation

We are currently developing our Site’s advertising and affiliate capability.  We anticipate that the Site will host advertisements by the middle of February, 2008, as well as affiliate and product referral links as relationships with other companies develop.

We plan to generate revenue primarily through the sale of advertising, referral and affiliate fees.  We do not anticipate charging user fees for access to our information.   We anticipate that our sponsors, advertisers and affiliates will consist primarily of vitamin, pharmaceutical, food, biotechnology and medical device companies, and consumer products companies whose products relate to health, wellness, diet, fitness, lifestyle, and illness prevention.

We believe that we are well positioned to benefit from the expected trend toward increased online advertising spending by health and lifestyle businesses because, if our business develops as planned, we will provide access to a highly specific audience for advertisers and sponsors to target.  If possible, we will provide a means by which advertisers can gauge the effectiveness of their online marketing campaigns and programs through objective statistical reports that detail the number of visitors to their sponsored area and the type of actions taken by these visitors.

Sales and Distribution Strategy

Our goal is for our websites to become a leading source of alternative healthcare information in the online healthcare information marketplace. In order to achieve our goal, we intend to increase awareness of our Product with potential customers, who we anticipate will be people with specific illnesses as well as their friends and families. We plan to promote the “Healing Naturally” brand through relationships with other Internet media and wellness companies and through advertising and promotion.   We intend to devote significant resources to establishing a sponsorship base for our Site and for “Healing Naturally” generally. Specifically, we intend to do the following:

·   
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.

 
Intellectual Property Protection

We intend to aggressively   assert our rights under trademark and copyright laws to protect our intellectual property, including products, proprietary manufacturing processes and technologies, product research and concepts, and recognized trademarks. These rights are protected through the acquisition of copyright and trademark registrations, the maintenance of trade secrets,   and, where appropriate, litigation against those who are, in our opinion, infringing these rights.

We are currently consulting with law firms to protect our brand name and product design. While there can be no assurance that registered trademarks will protect our proprietary information, we intend to assert our intellectual property rights against any infringer. Although any assertion of our rights can result in a substantial cost to, and diversion of effort by, our company, management believes that the protection of our intellectual property rights is a key component of our operating strategy.

Sales Personnel

We do not currently employ any sales personnel. In the short term, we intend to use the services of our management to sell our Product.  In the event we hire sales personnel, we do not intend to do so in the next twelve months unless our revenues are enough to absorb the cost of these personnel.

Expenses

We estimate the costs to implement our business strategy over the following twelve months to be:
·  
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

We intend to obtain business capital through the use of private equity fundraising or shareholders loans. We anticipate that, in time, the primary source of revenues for our business model will be advertising and third party and affiliate revenue.

Significant Equipment

We do not intend to purchase any significant equipment for the next twelve months.
 

Results of Operations for the Period from December 13, 2006 (Date of Inception) until November 30, 2007

We generated no revenue for the period from December 13, 2006 (Date of Inception) until November 30, 2007. Our Operating Expenses during this period equaled $26,282, consisting of Legal and Accounting fees of $6,950, Management fees of $1,427, and Rent and Utilities of $5,602, Travel, meals, and entertainment expenses of $5,633, Website development costs of $4,062, General and administrative expenses of $2,223, and Depreciation of $385. We, therefore, recorded a net loss of $26,282 for the period from December 13, 2006 (Date of Inception) until November 30, 2007. Our operating expenses are wholly attributable to professional, marketing, and travel expenses associated with the initial development of our business.

We anticipate our operating expenses will increase as we implement our business plan. The increase will be attributable to expenses to implement our business plan, and the professional fees to be incurred in connection with the filing of a registration statement with the Securities Exchange Commission under the Securities Act of 1933. We anticipate our ongoing operating expenses will also increase once we become a reporting company under the Securities Exchange Act of 1934.

Liquidity and Capital Resources

As of November 30, 2007, we had total current assets of $46,496, consisting entirely of Cash. We had current liabilities in the amount of $12,907 as of November 30, 2007. Thus, we have working capital of $33,589 as of November 30, 2007.

Operating activities used $12,990 in cash for the period from December 13, 2006 (Date of Inception) until November 30, 2007. Our net loss of $26,282 was the primary reason for our negative operating cash, offset by an increase in accounts payable of $12,907. Financing Activities during the period from December 13, 2006 (Date of Inception) until November 30, 2007 generated $61,200 in cash during the period.

As set out above, we expect to spend approximately $19,580 to implement our business plan over the coming year. Our accounting, legal and administrative expenses for the next twelve months are anticipated to be $30,000.   As of November 30, 2007, we had $46,496 in cash.

As of November 30, 2007, we have insufficient cash to operate our business at the current level for the next twelve months and insufficient cash to achieve our business goals. The success of our business plan beyond the next 12 months is contingent upon us obtaining additional financing. We intend to fund operations through debt and/or equity financing arrangements, which may be insufficient to fund our capital expenditures, working capital, or other cash requirements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, or at all.

Going Concern

We have recurring losses and have a deficit accumulated during the development stage of $26,282 as of November 30, 2007.  Our financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, we have no current
 
 
source of revenue. Our auditors have indicated that without realization of additional capital, it would be unlikely for us to continue as a going concern.  Our management plans on raising cash from public or private debt or equity financing, on an as needed basis and ultimately, upon achieving profitable operations through the development of business activities.

Off Balance Sheet Arrangements

As of November 30, 2007, there were no off balance sheet arrangements.

Certain Relationships and Related Transactions

Except as follows, none of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

·  
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.

Management fees of $1,427 for the period from inception (December 13, 2006) through November 30, 2007, are accrued and owing to Ms. Barbara Lamb.  She is compensated at $140 per month for her services.  The company does not have a written employment agreement with Ms. Lamb, but the board of directors has resolved to pay her $140 per month for her services.

Wishart neither owns nor leases any real or personal property.  Ms. Lamb has provided rent and utilities to the company at a cost of $575 per month for a total of $5,602 for the period from inception (December 13, 2006) through November 30, 2007.  This amount is accrued and owing to Ms. Lamb.

Market for Common Equity and Related Stockholder Matters

No Public Market for Common Stock

There is presently no public market for our common stock. We anticipate making an application for trading of our common stock on the NASD over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part. We can provide no assurance that our shares will be traded on the bulletin board, or if traded, that a public market will materialize.

The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a
 
 
price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;(b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;(d) contains a toll-free telephone number for inquiries on disciplinary actions;(e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and;(f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.

Holders of Our Common Stock

Currently, we have forty-two (42) holders of record of our common stock.

Rule 144 Shares
 
None of our common stock is currently available for resale to the public under Rule 144.

Of the shares being registered, 515,000 shares held by forty-one (41) shareholders will be available for resale in March of 2008, depending on exactly when they purchased their shares, all in accordance with the volume and trading limitations of Rule 144 of the Securities Act of 1933.
 

Barbara Lamb, as an affiliate, will be able to sell her shares, in accordance with the volume and trading limitations of Rule 144 of the Securities Act of 1933, starting in December, 2007.

In general, under Rule 144 as currently in effect, a person who has beneficially owned shares of a company's common stock for at least one year is entitled to sell within any three month period a number of shares that does not exceed the greater of:

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.

Sales under Rule 144 are also subject to manner of sale provisions and notice requirements and to the availability of current public information about the company.

Under Rule 144(k), a person who is not one of the company's affiliates at any time during the three months preceding a sale, and who has beneficially owned the shares proposed to be sold for at least two years, is entitled to sell shares without complying with the manner of sale, public information, volume limitation or notice provisions of Rule 144.

Stock Option Grants

To date, we have not granted any stock options.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

We are paying the expenses of the offering because we seek to: (i) become a reporting company with the Commission under the Securities Exchange Act of 1934; and (ii) enable our common stock to be traded on the NASD over-the-counter bulletin board. We plan to file a Form 8-A registration statement with the Commission prior to the effectiveness of the Form S-1 registration statement. The filing of the Form 8-A registration statement will cause us to become a reporting company with the Commission under the 1934 Act concurrently with the effectiveness of the Form S-1 registration statement. We must be a reporting company under the 1934 Act in order that our common stock is eligible for trading on the NASD over-the-counter bulletin board. We believe that the registration of the resale of shares on behalf of existing shareholders may facilitate the development of a public market in our common stock if our common stock is approved for trading on a recognized market for the trading of securities in the United States.

We consider that the development of a public market for our common stock will make an investment in our common stock more attractive to future investors. We believe that obtaining reporting company status under the 1934 Act and trading on the OTCBB should increase our ability to raise these additional funds from investors.
 
Dividends

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where after giving effect to the distribution of the dividend:

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.

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

 
Executive Compensation

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to our executive officers for all services rendered in all capacities to us for the period from inception (December 13, 2006) through November 30, 2007.

 
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

Narrative Disclosure to Summary Compensation Table  
Management fees of $1,427 for the period from inception (December 13, 2006) through November 30, 2007, are accrued and owing to Ms. Barbara Lamb.  She is compensated at $140 per month for her services.  The company does not have a written employment agreement with Ms. Lamb, but the board of directors has resolved to pay her $140 per month for her services.

Wishart neither owns nor leases any real or personal property.  Ms. Lamb has provided rent and utilities to the company at a cost of $575 per month for a total of $5,602 for the period from inception (December 13, 2006) through November 30, 2007.  This amount is accrued and owing to Ms. Lamb.
 
 
Outstanding Equity Awards at Fiscal Year-End
 
The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer as of November 30, 2007.
 
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
-
-
-
-
-
-
-
-
-
 
There were no grants of stock options since inception to date of this Prospectus.

Director Compensation

The table below summarizes all compensation awarded to, earned by, or paid to our directors for all services rendered in all capacities to us for the period from inception (December 13, 2006) through November 30, 2007.

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

We do not intend on compensating our directors for their services.
 
 
Financial Statements

Index to Financial Statements:

Audited financial statements for the period from December 13, 2006 (Date of Inception) through November 30, 2007:

   
   
   
   
   
 

Maddox Ungar Silberstein, PLLC CPAs and Business Advisors
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.maddoxungar.com
Report of Independent Registered Public Accounting Firm

To the Board of Directors of
Wishart Enterprises Limited
Saskatoon, Saskatchewan, Canada

We have audited the accompanying balance sheet of Wishart Enterprises Limited   (the “Company”) as of November 30, 2007, and the related statements of operations, stockholders' equity, and cash flows for the period from December 13, 2006 (Date of Inception) through November 30, 2007. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wishart Enterprises Limited as of November 30, 2007, and the results of its operations and its cash flows for the period from December 13, 2006 (Date of Inception) through November 30, 2007 in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 2 to the financial statements, the Company's absence of significant revenues, recurring losses from operations, and its need for additional financing in order to fund its projected loss in 2008 raise substantial doubt about its ability to continue as a going concern. The 2007 financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Maddox Ungar Silberstein, PLLC
Bingham Farms, Michigan
January 14, 2008
 
WISHART ENTERPRISES LIMITED
 (A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
As of November 30, 2007

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

See accompanying notes to financial statements.
WISHART ENTERPRISES LIMITED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF OPERATIONS
For the period from December 13, 2006 (Date of Inception) through November 30, 2007

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
 
See accompanying notes to financial statements.
WISHART ENTERPRISES LIMITED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ EQUITY
Period from December 13, 2006 (Date of Inception) through November 30, 2007
 
  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

See accompanying notes to financial statements.
WISHART ENTERPRISES LIMITED
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOWS
For the period from December 13, 2006 (Date of Inception) through November 30, 2007

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
$ -

See accompanying notes to financial statements.
WISHART ENTERPRISES LIMITED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
November 30, 2007

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

Wishart Enterprises Limited  (“Wishart ” or the “Company”) was incorporated in Nevada on December 13, 2006 and was subsequently registered in Saskatchewan, Canada as an extra-provincial corporation. Wishart develops health-related websites advocating a blend of western medicine with alternative health practices. Wishart is a development stage company and has not yet realized any revenues from its planned operations.


Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet.  Actual results could differ from those estimates.

Basic Loss Per Share

Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.

Foreign Currency

The operations of the Company are located in Canada.  Wishart maintains both U.S. Dollar and Canadian Dollar bank accounts.  The functional currency is the U.S. Dollar.  Transactions in foreign currencies other than the functional currency, if any, are re-measured into the functional currency at the rate in effect at the time of the transaction.  Re-measurement gains and losses that arise from exchange rate fluctuations are included in income or loss from operations.  Monetary assets and liabilities denominated in Canadian Dollars are translated into U.S. Dollars at the rate in effect at the balance sheet date.  Revenue and expenses denominated in Canadian Dollars are translated at the average exchange rate.

Property and Equipment

Computer equipment is stated at cost less accumulated depreciation.  Depreciation is computed using the declining balance method at the annual rate of 45%.  One half of the annual depreciation is taken in the year of acquisition.

Development Stage

Wishart entered the development stage upon its inception in the current period.  Accordingly, income and expenses for the current year and cash flow for the current year equal income and expenses and cash flow on a cumulative basis since inception.
 
WISHART ENTERPRISES LIMITED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
November 30, 2007

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Comprehensive Income

The Company has adopted SFAS 130 “Reporting Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances.  When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity.  Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.

Income Tax

Wishart  follows SFAS 109, “Accounting for Income Taxes.” Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.

Cash and Cash E q ui v a lents

The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents

Recent Accounting Pronouncements

Wishart does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 2 - GOING CONCERN

Wishart has recurring losses and has a deficit accumulated during the development stage of $26,282 as of November 30, 2007.  Wishart's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, Wishart has no current source of revenue. Without realization of additional capital, it would be unlikely for Wishart to continue as a going concern.  Wishart's management plans on raising cash from public or private debt or equity financing, on an as needed basis and ultimately, upon achieving profitable operations through the development of business activities.

WISHART ENTERPRISES LIMITED
(A DEVELOPMENT STAGE COMPANY)
NOTES TO THE FINANCIAL STATEMENTS
November 30, 2007

NOTE 3 – INCOME TAXES

The provision for Federal income tax consists of the following:

 
November 30, 2007
Refundable Federal income tax attributable to:
 
Current Operations
$ 8,935
Less: valuation allowance
  (8,935)
Net provision for Federal income taxes
$ -

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

 
November 30, 2007
Deferred tax asset attributable to:
 
Net operating loss carryover
$ 8,935
Less: valuation allowance
  (8,935)
Net deferred tax asset
$ -

At November 30, 2007, Wishart had an unused net operating loss carryover approximating $26,300 that is available to offset future taxable income; it expires beginning in 2027.

NOTE 4 – COMMON STOCK

At inception, Wishart issued 2,000,000 shares of stock to its founding shareholder for $20,000 cash.

During the period ended November 30, 2007, Wishart issued 515,000 shares of stock for $41,200 cash.


NOTE 5- RELATED PARTY TRANSACTIONS

During the period, rent and utilities expenses of $5,602 and management fees of $ 1,427 were paid to the director of Wishart.

Included in accounts payable and accrued liabilities is $7,074 due to the director of Wishart.

NOTE 6 – COMMITMENTS

Wishart neither owns nor leases any real or personal property.  Our officer has provided rent and utilities to the company at a cost of $575 per month and management services at a cost of $140 per month.  The officer and director are involved in other business activities and most likely will become involved in other business activities in the future.
 
 
Changes In and Disagreements with Accountants

We have had no changes in or disagreements with our accountants.

Available Information

We have filed a registration statement on form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus. This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits. Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company. We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F. Street, N.E. Washington, D.C. 20549. Please Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a Web Site at http://www.sec.gov that contains reports, proxy Statements and information regarding registrants that files electronically with the Commission. Our registration statement and the referenced exhibits can also be found on this site.

If we are not required to provide an annual report to our security holders, we intend to still voluntarily do so when otherwise due, and will attach audited financial statements with such report.



Until ________________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.


Part II

Information Not Required In the Prospectus

Item 24. Indemnification of Directors and Officers

Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our bylaws.

Under the governing Nevada statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's articles of incorporation. Our articles of incorporation do not contain any limiting language regarding director immunity from liability. Excepted from this immunity are:

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.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless:

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.

Our bylaws provide that we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the company, or is or was serving at the request of the company as a director or executive officer


of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefore, all expenses incurred by any
director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.

Our bylaws provide that no advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director of the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.

Item 25. Other Expenses of Issuance and Distribution

The estimated costs of this offering are as follows:

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

All amounts are estimates.

We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

Item 26. Recent Sales of Unregistered Securities
 
We issued 2,000,000 shares of common stock on December 13, 2006, to Barbara Lamb, our President and Director. These shares were issued pursuant to Regulation S of the Securities Act of 1933 (the "Securities Act") at a price of $0.01 per share, for total proceeds of $20,000. The 2,000,000 shares of common stock are restricted shares as defined in the Securities Act.


We completed a private placement of 515,000 shares of our common stock pursuant to Regulation S of the 1933 Act on March 15, 2007. All shares were issued at a price of $0.08 per share. We received proceeds of $41,200 from the offering. Each purchaser represented to us that the purchaser was a Non-US Person as defined in Regulation S. We did not engage in a distribution of this offering in the United States. Each purchaser represented their intention to acquire the securities for investment only and not with a view toward distribution. All purchasers were given adequate access to sufficient information about us to make an informed investment decision. None of the securities were sold through an underwriter and accordingly, there were no underwriting discounts or commissions involved. The selling stockholders named in this prospectus include all of the purchasers who purchased shares pursuant to this Regulation S offering.
 
Item 27. Exhibits


Item 28. Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.


(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser,

(a) If the Company is relying on Rule 430B:

i. Each prospectus filed by the Company pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

ii. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(b) If the Company is subject to Rule 430C:

Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or


 prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities: The undersigned registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer and sell such securities to the purchaser: (i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; (ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; (iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) Insofar as Indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provision, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Reno, Nevada on February 12, 2008 .

Wishart Enterprises Limited.

By: /s/ Barbara Lamb
Barbara Lamb
President, Chief Executive Officer, Principal Executive Officer,
Chief Financial Officer, Principal Financial Officer,
Principal Accounting Officer and Director

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jennie Slade as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates stated.

Wishart Enterprises Limited.

By: /s/ Barbara Lamb
Barbara Lamb
President, Chief Executive Officer, Principal Executive Officer,
Chief Financial Officer, Principal Financial Officer,
Principal Accounting President and Director
February 12, 2008

 
By: /s/ Yvonne Price
Yvonne Price
Vice-President
February 12, 2008
DEAN HELLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

 
Articles of Incorporation
 (PURSUANT TO NRS 78)
 
   
ABOVE SPACE IS FOR OFFICE USE ONLY
1.
Name of Corporation:
WISHART ENTERPRISES LIMITED
     
2.
Resident Agent
Name and Street Address:
(must be a Nevada address where process may be served)
INC. PLAN OF NEVADA
 
Name
     
  613 SADDLE RIDER COURT HENDERSON NV  89011
 
Street Address
City
ST
Zip Code
         
 
Optional Mailing Address
City
ST
Zip Code
3.
Shares:
(number of shares corporation authorized to issue)
Number of shares
with par value: 50,000,000
 
Par value: $
 0.001
Number of shares
without par value:
 
               
4.
Names &
Addresses
of Board of
Directors/Trustees:
(attach additional page if there is more than 3 directors/trustees)
1. BARBARA LAMB
 
  Name
  #108 2940 LOUISE STREET SACKATOON, CANADA SK S7J 5D2
 
Street Address
City
ST
Zip Code
 
2.
 
    Name
           
   
Street Address
City
ST
Zip Code
   
3.
 
    Name
           
   
Street Address
City
ST
Zip Code
           
5.
Purpose:
(optional-see instructions)
The purpose of this Corporation shall be:
 
           
6.
Name, Address and Signature of Incorporator.
(attach additional page if there is more than 1 incorporator)
CAROLINE QUIGLEY /S/ CAROLINE QUIGLEY
 
Name
Signature
  26C TROLLEY SQUARE WILMINGTON DE 19806
 
Street Address
City
ST
Zip Code
           
7.
Certificate of
Acceptance of
Appointment of
Resident Agent:
I hereby accept appointment as Resident Agent for the above named corporation.
  CAROLINE QUIGLEY FOR IINC. PLAN OF NEVADA 12*13/2006
 
Authorized Signature of R.A. or On Behalf of R.A. Company
Date

 

 
BYLAWS
 
OF
 
WISHART ENTERPRISES LIMITED.
(A NEVADA CORPORATION)
 
 
ARTICLE I
OFFICES
 
     SECTION 1.     REGISTERED OFFICE.  The registered office of the corporation in the State of Nevada shall be in the City of Las Vegas or Henderson, State of Nevada.
 

 
     SECTION 2.     OTHER OFFICES.  The corporation shall also have and maintain an office or principal  place of  business at such place as may be fixed by the Board of Directors,  and may also have offices at such other places, both within and without the State of Nevada as the Board of Directors  may from time to time determine or the business of the corporation may require.
 
ARTICLE II
CORPORATE SEAL
 
     SECTION 3.     CORPORATE  SEAL. If the  corporation  has a corporate  seal, it  shall  consist  of a die  bearing  the  name  of  the  corporation  and  the inscription,  "Corporate  Seal-Nevada." Said seal may be used by causing it or a facsimile  thereof to be impressed or affixed or reproduced  or  otherwise.  The existence and use of a corporate seal is optional. Nonuse of a seal shall not in any way affect the legality of any document to which the corporation is a party.
 
ARTICLE III
STOCKHOLDERS' MEETINGS
 
     SECTION 4.     PLACE  OF MEETINGS.  Meetings of  the  stockholders  of  the corporation  shall be held at such place,  either within or without the State of Nevada, as may be designated from time to time by the Board of Directors, or, if not  so  designated,  then  at the  office  of the  corporation  required  to be maintained pursuant to Section 2 hereof.
 
     SECTION 5.     ANNUAL MEETING.
 
     (a)  The annual meeting of the  stockholders  of the  corporation,  for the purpose of election of  directors  and for such other  business as may  lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.  Failure to hold an annual  meeting shall not work to dissolve the  corporation  or pierce the corporate  veil other than as required by  applicable  law. If  directors  are not elected  during any calendar year, the corporation shall not for that reason be dissolved, but every director shall continue to hold office and discharge his duties until his or her successor has been elected.
 
 
 

 

 
     (b)  At an annual meeting of the stockholders,  only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting,  business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors,  (B) otherwise  properly  brought  before the meeting by or at the direction of the Board of Directors,  or (C) otherwise  properly  brought before the meeting by a  stockholder.  For  business to be properly  brought  before an annual meeting by a stockholder,  the stockholder  must have given timely notice thereof  in  writing  to the  Secretary  of the  corporation.  To be  timely,  a stockholder's  notice  must  be  delivered  to or  mailed  and  received  at the principal  executive  offices  of the  corporation  not later  than the close of business on the  sixtieth  (60th) day nor earlier  than the close of business on the ninetieth (90th) day prior to the first  anniversary of the preceding year's annual meeting; provided,  however, that in the event that no annual meeting was held in the previous year or the date of the annual  meeting has been changed by more  than  thirty  (30)  days  from  the date  contemplated  at the time of the previous year's proxy statement,  notice by the stockholder to be timely must be so received not earlier than the close of business on the  ninetieth  (90th) day prior to such  annual  meeting  and not later than the close of  business on the later of the sixtieth  (60th) day prior to such annual  meeting or, in the event public  announcement  of the date of such  annual  meeting  is first made by the corporation  fewer  than  seventy  (70)  days  prior to the date of such  annual meeting,  the close of business  on the tenth  (10th) day  following  the day on which  public  announcement  of the date of such  meeting  is first  made by the corporation.  A stockholder's notice to the Secretary shall set forth as to each matter the stockholder  proposes to bring before the annual meeting: (i) a brief description of the business  desired to be brought before the annual meeting and the reasons for conducting  such business at the annual  meeting,  (ii) the name and  address,  as they appear on the  corporation's  books,  of the  stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially  owned by the stockholder,  (iv) any material interest of the stockholder in such business and (v) any other  information that is required to be  provided  by  the  stockholder  pursuant  to  Regulation  14A  under  the Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as a proponent to a stockholder proposal.  Notwithstanding the foregoing,  in order to include  information  with  respect to a  stockholder  proposal  in the proxy statement  and form of proxy  for a  stockholder's  meeting,  stockholders  must provide notice as required by the  regulations  promulgated  under the 1934 Act. Notwithstanding  anything in these Bylaws to the contrary,  no business shall be conducted at any annual  meeting  except in accordance  with the  procedures set forth in this paragraph  (b). The chairman of the annual  meeting shall,  if the facts  warrant,  determine  and declare at the  meeting  that  business  was not properly  brought  before the meeting and in accordance  with the  provisions of this paragraph  (b), and, if he should so determine,  he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.
 
     (c)  Only persons who are confirmed in accordance  with the  procedures set forth in this  paragraph  (c)  shall be  eligible  for  election  as  directors. Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of  stockholders by or at the direction of the Board of Directors  or by any  stockholder  of the  corporation  entitled  to vote in the election of directors at the meeting who complies with the notice procedures set forth in this  paragraph (c). Such  nominations,  other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation in accordance with the provisions of paragraph (b) of this Section 5. Such  stock-holder's  notice shall set forth (i) as to each person,  if any,  whom the  stockholder  proposes to nominate for election or re-election as a director:  (A) the name, age,  business address and residence address of such person, (B) the principal  occupation or employment of such  person,  (C) the class and number of shares of the  corporation  which are beneficially  owned by such person,  (D) a description  of all  arrangements  or understandings  between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the  stockholder,  and (E) any  other  information  relating  to such person that is required to be disclosed in solicitations of proxies for election of directors,  or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including  without  limitation such person's written consent to being named in the proxy statement,  if any, as a nominee and to serving as a director  if  elected);  and  (ii) as to such  stockholder  giving  notice,  the information required to be provided pursuant to paragraph (b) of this Section 5. At the request of the Board of Directors,  any person nominated by a stockholder for election as a director  shall  furnish to the  Secretary of the  corporation that  information  required  to be set  forth  in the  stockholder's  notice  of nomination  which  pertains to the  nominee.  No person  shall be  eligible  for election as a director of the  corporation  unless  nominated in accordance with the  procedures  set forth in this  paragraph  (c).  The chairman of the meeting shall,  if the facts  warrant,  determine  and  declare  at the  meeting  that a nomination was not made in accordance  with the  procedures  prescribed by these Bylaws, and if he should so determine,  he shall so declare at the meeting,  and the defective nomination shall be disregarded.
 
 
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     (d)  For  purposes  of this  Section 5,  "public  announcement"  shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange  Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.
 
     SECTION 6.     SPECIAL MEETINGS.
 
     (a)  Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief  Executive  Officer,  or (iii) the Board of  Directors  pursuant  to a resolution  adopted by a majority of the total  number of  authorized  directors (whether or not there exist any vacancies in previously authorized directorships at the time any such  resolution  is  presented  to the Board of  Directors  for adoption),  and shall be held at such place,  on such date,  and at such time as the Board of Directors, shall determine.
 
     (b)  If a special meeting is called by any person or persons other than the Board of  Directors,  the request  shall be in writing,  specifying  the general nature  of the  business  proposed  to be  transacted,  and  shall be  delivered personally  or sent by registered  mail or by  tele-graphic  or other  facsimile transmission  to the  Chairman of the Board of  Directors,  the Chief  Executive Officer,  or the Secretary of the corporation.  No business may be transacted at such special  meeting  otherwise  than  specified  in such notice.  The Board of Directors  shall  determine  the time and place of such special  meeting,  which shall be held not less than  thirty-five  (35) nor more than one hundred  twenty (120) days after the date of the receipt of the request.  Upon  determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders  entitled to vote, in accordance with the provisions of Section 7 of these Bylaws. If the notice is not given within sixty (60) days after the receipt of the request, the person or persons requesting the meeting may set the time and place of the  meeting and give the notice.  Nothing contained in this  paragraph  (b) shall be construed  as  limiting,  fixing,  or affecting the time when a meeting of stockholders  called by action of the Board of Directors may be held.
 
     SECTION 7.     NOTICE OF MEETINGS.  Except as otherwise  provided by law or the Articles of  Incorporation, written notice of each meeting of  stockholders shall be given not less than ten (10) nor more than sixty  (60) days  before the date of the meeting to each stockholder  entitled to vote at such meeting,  such notice to  specify  the place,  date and hour and  purpose  or  purposes  of the meeting.  Notice of the time,  place and purpose of any meeting of  stockholders may be waived in  writing,  signed by the  person  entitled  to notice  thereof, either before or after such meeting,  and will be waived by any  stockholder  by his  attendance  thereat  in  person or by proxy,  except  when the  stockholder attends a meeting for the express purpose of objecting,  at the beginning of the meeting,  to the transaction of any business because the meeting is not lawfully called or convened.  Any  stockholder so waiving notice of such meeting shall be bound by the  proceedings  of any such  meeting in all respects as if due notice thereof had been given.
 
 
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     SECTION 8.     QUORUM.  At all  meetings of  stockholders, except  where  a greater  requirement is provided by statute or by the Articles of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized,  of the holder  or  holders  of  33  1/3  percent  of  the  outstanding  shares of  the corporation's  common voting stock shall constitute a quorum for the transaction of  business.  In the absence of a quorum,  any meeting of  stockholders  may be adjourned,  from time to time,  either by the chairman of the meeting or by vote of the holders of a majority  of the shares  represented  thereat,  but no other business shall be transacted at such meeting. The stockholders present at a duly called or  convened  meeting,  at which a quorum is  present,  may  continue  to transact business until  adjournment,  notwithstanding  the withdrawal of enough stockholders to leave less than a quorum.  Except as otherwise  provided by law, the Articles of Incorporation  or these Bylaws,  all action taken by the holders of a majority of the votes cast, excluding abstentions,  at any meeting at which a quorum is present shall be valid and binding upon the  corporation;  provided, however,  that  directors  shall be elected by a  plurality  of the votes of the shares  present in person or represented by proxy at the meeting and entitled to vote on the election of  directors.  Where a separate vote by a class or classes or series is required,  except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, a majority of the outstanding  shares of such class or classes or series,  present in person or  represented by proxy, shall  constitute a quorum  entitled to take action with respect to that vote on that  matter  and,  except  where  otherwise  provided  by the statute or by the Articles of Incorporation or these Bylaws,  the affirmative vote of the majority (plurality,  in the  case of the  election  of  directors)  of the  votes  cast, including  abstentions,  by the  holders  of shares of such  class or classes or series shall be the act of such class or classes or series.
 
     SECTION 9.     ADJOURNMENT  AND NOTICE OF ADJOURNED  MEETINGS.  Any meeting of stockholders,  whether annual or special,  may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting  votes,  excluding  abstentions.  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned  meeting,  the  corporation  may transact any business which might have been  transacted at the original  meeting.  If the  adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned  meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.
 
     SECTION 10.    VOTING RIGHTS.   For  the  purpose  of   determining   those stockholders  entitled  to vote at any  meeting of the  stockholders,  except as otherwise provided by law, only persons in whose names shares stand on the stock records of the  corporation  on the record  date,  as  provided in Section 12 of these Bylaws,  shall be entitled to vote at any meeting of  stockholders.  Every person  entitled to vote shall have the right to do so either in person or by an agent or agents  authorized by a proxy granted in accordance with Nevada law. An agent so  appointed  need not be a  stockholder.  No proxy  shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.
 
 
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     SECTION 11.    JOINT OWNERS OF STOCK.  If shares or other securities having voting  power stand of record in the names of two (2) or more  persons,  whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the  entirety,  or  otherwise,  or if two (2) or more  persons  have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order  appointing them or creating the  relationship  wherein it is so provided, their acts with respect to voting shall have the following  effect:  (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting  binds all;  (c) if more than one (1) votes,  but the vote is evenly split on any particular  matter,  each faction may vote the securities in question  proportionally.  If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests,  a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.
 
     SECTION 12.    LIST OF STOCKHOLDERS.  The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders,  a complete list of the  stockholders  entitled to vote at said  meeting,  arranged in  alphabetical order,  showing  the  address  of each  stockholder  and the  number  of  shares registered  in the  name of each  stockholder.  Such  list  shall be open to the examination of any stockholder,  for any purpose germane to the meeting,  during ordinary  business  hours,  for a period of at least ten (10) days  prior to the meeting,  either at a place  within  the city  where the  meeting is to be held, which  place  shall be  specified  in the  notice  of the  meeting,  or,  if not specified,  at the place  where the  meeting  is to be held.  The list  shall be produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.
 
     SECTION 13.    ACTION WITHOUT MEETING.  Any action required or permitted to be taken at a meeting of the  stockholders  may be taken  without a meeting if a written consent thereto is signed by stockholders holding at least a majority of the voting  power,  except that if a  different  proportion  of voting  power is required  for such an  action at a  meeting,  then that  proportion  of  written consents is required.
 
     SECTION 14.    ORGANIZATION.
 
     (a)  At  every  meeting  of  stockholders,  the  Chairman  of the  Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent,  a chairman of the meeting  chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman. The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.
 
     (b)  The Board of  Directors of the  corporation  shall be entitled to make such rules or  regulations  for the conduct of meetings  of  stockholders  as it shall  deem  necessary,  appropriate  or  convenient.  Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the  judgment of such  chairman,  are  necessary, appropriate  or  convenient  for the proper  conduct of the meeting,  including, without limitation, establishing an agenda or order of business for the meeting, rules and  procedures  for  maintaining  order at the  meeting and the safety of those present,  limitations on  participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted  proxies and such other persons as the chairman  shall permit,  restrictions  on entry to the meeting after the time fixed for the  commencement  thereof,  limitations on the time  allotted to questions or comments by  participants  and  regulation of the opening and closing of the polls for  balloting on matters which are to be voted on by ballot.  Unless and to the extent  determined by the Board of Directors or the chairman of the meeting,  meetings of stockholders  shall not be required to be held in accordance with rules of parliamentary procedure.
 
 
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ARTICLE IV
DIRECTORS
 
     SECTION 15.    NUMBER AND QUALIFICATION. The authorized number of directors of the  corporation  shall be not less  than one (1) nor more  than  nine (9) as fixed from time to time by resolution  of the Board of Directors;  provided that no decrease in the number of directors  shall  shorten the term of any incumbent directors. Directors need not be stockholders unless so required by the Articles of Incorporation. If for any cause, the directors shall not have been elected at an annual  meeting,  they may be elected as soon  thereafter  as convenient at a special  meeting  of the  stockholders  called  for that  purpose  in the manner provided in these Bylaws.
 
     SECTION 16. POWERS.  The powers of the corporation shall be exercised,  its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Articles of Incorporation.
 
     SECTION 17.    ELECTION  AND TERM  OF OFFICE  OF DIRECTORS.  Members of the Board of Directors  shall hold office for the terms specified in the Articles of Incorporation,  as it  may be  amended  from  time  to  time,  and  until  their successors have been elected as provided in the Articles of Incorporation.
 
     SECTION 18.    VACANCIES.  Unless otherwise  provided  in the  Articles  of Incorporation,  any  vacancies on the Board of Directors  resulting  from death, resignation,  disqualification,  removal or other  causes and any newly  created directorships  resulting  from any  increase in the number of  directors,  shall unless the Board of Directors  determines by resolution  that any such vacancies or newly created  directorships  shall be filled by stockholder  vote, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of  Directors.  Any  director  elected in accordance  with the preceding  sentence  shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director's successor shall have been elected and qualified. A vacancy in the Board of Directors  shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.
 
     SECTION 19.    RESIGNATION.   Any  director  may  resign  at  any  time  by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors.  If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors. When one or more  directors  shall  resign from the Board of  Directors,  effective  at afuture date, a majority of the  directors  then in office,  including  those who have so resigned,  shall have power to fill such vacancy or vacancies,  the vote thereon to take  effect  when such  resignation  or  resignations  shall  become effective,  and each  director  so chosen  shall hold  office for the  unexpired portion of the term of the  director  whose place shall be vacated and until his successor shall have been duly elected and qualified.
 
     SECTION 20.    REMOVAL.  Subject  to  the  Articles of  Incorporation,  any director may be removed by:
 
 
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     (a)  the  affirmative  vote of the holders of a majority of the outstanding shares of the Corporation then entitled to vote, with or without cause; or
 
     (b)  the  affirmative  and unanimous vote of a majority of the directors of the Corporation,  with the exception of the vote of the directors to be removed, with or without cause.
 
     SECTION 21.    MEETINGS.
 
     (a)  ANNUAL MEETINGS. The annual meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders and at the place where such meeting is held.  No notice of an annual  meeting of the Board of Directors shall be necessary  and such  meeting  shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.
 
     (b)  REGULAR MEETINGS.  Except as hereinafter  otherwise provided,  regular meetings  of  the  Board  of  Directors  shall  be  held  in the  office  of the corporation  required  to be  maintained  pursuant  to Section 2 hereof.  Unless otherwise  restricted by the Articles of Incorporation,  regular meetings of the Board of Directors  may also be held at any place within or without the state of Nevada which has been  designated by resolution of the Board of Directors or the written consent of all directors.
 
     (c)  SPECIAL  MEETINGS.  Unless  otherwise  restricted  by the  Articles of Incorporation,  special  meetings of the Board of  Directors  may be held at any time and place  within or  without  the State of Nevada  whenever  called by the Chairman of the Board, the President or any two of the directors.
 
     (d)  TELEPHONE  MEETINGS.  Any member of the Board of Directors,  or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications  equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.
 
     (e)  NOTICE  OF  MEETINGS.  Notice  of the  time and  place of all  special meetings of the Board of Directors shall be orally or in writing,  by telephone, facsimile,   telegraph  or  telex,   during  normal  business  hours,  at  least twenty-four  (24)  hours  before  the date and time of the  meeting,  or sent in writing to each director by first class mail,  charges  prepaid,  at least three (3) days before the date of the meeting.  Notice of any meeting may be waived in writing  at any time  before  or after  the  meeting  and will be  waived by any director by attendance thereat, except when the director attends the meeting for the express  purpose of  objecting,  at the  beginning  of the  meeting,  to the transaction  of any  business  because  the  meeting is not  lawfully  called or convened.
 
     (f)  WAIVER OF NOTICE.  The  transaction  of all business at any meeting of the Board of Directors, or any committeethereof,  however called or noticed, or wherever  held,  shall be as valid as though  had at a meeting  duly held  after regular call and notice,  if a quorum be present and if,  either before or after the meeting,  each of the directors  not present shall sign a written  waiver of notice.  All such waivers  shall be filed with the  corporate  records or made a part of the minutes of the meeting.
 
 
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     SECTION 22.    QUORUM AND VOTING.
 
     (a)  Unless the  Articles of  Incorporation  requires a greater  number and except  with  respect to  indemnification  questions  arising  under  Section 43 hereof,  for which a quorum  shall be one-third of the exact number of directors fixed from time to time in  accordance  with the  Articles of  Incorporation,  a quorum of the Board of Directors shall consist of a majority of the exact number of directors  fixed from time to time by the Board of  Directors  in  accordance with the Articles of Incorporation  provided,  however, at any meeting whether a quorum be present or otherwise,  a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.
 
     (b)  At each  meeting  of the  Board of  Directors  at  which a  quorum  is present,  all questions and business shall be determined by the affirmative vote of a majority of the directors  present,  unless a different vote be required by law, the Articles of Incorporation or these Bylaws.
 
     SECTION 23.    ACTION  WITHOUT  MEETING.   Unless  otherwise  restricted by the Articles of Incorporation or these Bylaws,  any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken  without a meeting,  if all  members of the Board of  Directors  or committee,  as the case may be, consent thereto in writing,  and such writing or writings are filed with the minutes of  proceedings of the Board of Directors or committee.
 
     SECTION 24.    FEES AND COMPENSATION.  Directors  shall be entitled to such compensation  for their  services as may be approved by the Board of  Directors, including,  if so approved, by resolution of the Board of Directors, a fixed sum and expenses of  attendance,  if any, for  attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of  Directors.  Nothing  herein  contained  shall be  construed  to preclude any director  from  serving  the  corporation  in any other  capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.
 
     SECTION 25.    COMMITTEES.
 
     (a)  EXECUTIVE  COMMITTEE.  The Board of Directors may by resolution passed by a majority of the whole Board of Directors appoint an Executive  Committee to consist of one (1) or more  members  of the Board of  Directors.  The  Executive Committee,  to the extent permitted by law and provided in the resolution of the Board of Directors  shall have and may exercise all the powers and  authority of the Board of  Directors  in the  management  of the  business and affairs of the corporation,  including  without  limitation the power or authority to declare a dividend,  to  authorize  the  issuance of stock and to adopt a  certificate  of ownership  and  merger,  and may  authorize  the seal of the  corporation  to be affixed to all papers which may require it; but no such committee shall have the power or  authority  in  reference  to amending  the  Articles of  Incorporation (except that a committee  may, to the extent  authorized  in the  resolution  or resolutions  providing  for the issuance of shares of stock adopted by the Boardof Directors fix the  designations  and any of the preferences or rights of such shares  relating to dividends,  redemption,  dissolution,  any  distribution  of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the  corporation  or fix the number of shares of any series of stock or  authorize  the  increase or decrease of the shares of any series),  adopting an agreement of merger or consolidation,  recommending to the stockholders the sale, lease or exchange of all or substantially  all of the corporation's   property  and  assets,   recommending  to  the   stockholders  a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation.
 
 
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     (b)  OTHER COMMITTEES.  The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from time to time appoint such other committees  as may be permitted by law. Such other  committees  appointed by the Board of  Directors  shall  consist  of one (1) or more  members of the Board of Directors  and  shall  have  such  powers  and  perform  such  duties  as may be prescribed by the resolution or resolutions creating such committees,  but in no event shall such committee have the powers denied to the Executive  Committee in these Bylaws.
 
     (c)  TERM. Each member of a committee of the Board of Directors shall serve a term on the  committee  coexistent  with  such  member's  term on the Board of Directors. The Board of Directors,  subject to the provisions of subsections (a) or (b) of this Bylaw may at any time  increase or decrease the number of members of a committee or terminate  the existence of a committee.  The  membership of a committee  member  shall  terminate  on the  date  of  his  death  or  voluntary resignation  from the  committee  or from the Board of  Directors.  The Board of Directors may at any time for any reason remove any individual  committee member and the Board of  Directors  may fill any  committee  vacancy  created by death, resignation,  removal or increase in the number of members of the committee. The Board of Directors may designate one or more  directors as alternate  members of any committee,  who may replace any absent or disqualified member at any meeting of the committee,  and, in addition,  in the absence or  disqualification of any member of a committee,  the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously  appoint  another  member  of the Board of  Directors  to act at the meeting in the place of any such absent or disqualified member.
 
     (d)  MEETINGS.  Unless  the Board of  Directors  shall  otherwise  provide, regular  meetings of the Executive  Committee or any other  committee  appointed pursuant  to this  Section  25 shall be held at such  times  and  places  as are determined by the Board of Directors, or by any such committee,  and when notice thereof has been given to each member of such  committee,  no further  notice of such regular  meetings need be given  thereafter.  Special  meetings of any such committee may be held at any place which has been  determined  from time to time by such  committee,  and may be called by any  director  who is a member of such committee,  upon written notice to the members of such committee of the time and place of such  special  meeting  given in the manner  provided for the giving of written  notice to  members of the Board of  Directors  of the time and place of special meetings of the Board of Directors. Notice of any special meeting of any committee  may be waived in writing at any time  before or after the meeting and will be waived by any director by attendance  thereat,  except when the director attends  such  special  meeting for the  express  purpose of  objecting,  at the beginning of the meeting, to the transaction of any business because the meeting is not  lawfully  called or  convened.  A majority of the  authorized  number of members of any such committee  shall  constitute a quorum for the transaction of business,  and the act of a majority of those  present at any meeting at which a quorum is present shall be the act of such committee.
 
     SECTION 26.    ORGANIZATION.   At  every  meeting  of  the  directors,  the Chairman of the Board of Directors,  or, if a Chairman has not been appointed or is absent,  the President,  or if the President is absent,  the most senior Vice President,  or, in the  absence of any such  officer,  a chairman of the meeting chosen by a majority of the directors  present,  shall preside over the meeting. The Secretary,  or in his absence,  an Assistant  Secretary directed to do so by the President, shall act as secretary of the meeting.
 
 
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ARTICLE V
OFFICERS
 
     SECTION 27.    OFFICERS DESIGNATED.  The officers of the  corporation shall include the President,  the Secretary, and the Treasurer. The Board of Directors may also appoint one or more  Assistant  Secretaries,  Assistant  Treasurers and such  other  officers  and agents  with such  powers and duties as it shall deem necessary.  The Board of Directors may assign such  additional  titles to one or more of the officers as it shall deem  appropriate.  Any one person may hold any number  of  offices  of the  corporation  at any one  time  unless  specifically prohibited therefrom by law. The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.
 
     SECTION 28.    TENURE AND DUTIES OF OFFICERS.
 
     (a)  GENERAL.  All officers  shall hold office at the pleasure of the Board of  Directors  and until  their  successors  shall  have been duly  elected  and qualified,  unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors. If the office of any officer  becomes vacant for any reason,  the vacancy may be filled by the Board of Directors.
 
     (b)  DUTIES OF PRESIDENT.  The  President  shall preside at all meetings of the  stockholders  and at all  meetings  of the Board of  Directors,  unless the Chairman of the Board of Directors  has been  appointed  and is present.  Unless some other officer has been elected Chief Executive  Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to the  control of the Board of  Directors,  have  general  supervision, direction  and control of the  business  and  officers of the  corporation.  The President shall perform other duties  commonly  incident to his office and shall also  perform  such  other  duties  and have such  other  powers as the Board of Directors shall designate from time to time.
 
     (c)  DUTIES OF SECRETARY.  The  Secretary  shall attend all meetings of the stockholders  and of the  Board  of  Directors  and  shall  record  all acts and proceedings  thereof in the minute book of the corporation.  The Secretary shall give notice in conformity with these Bylaws of all meetings of the  stockholders and of all  meetings  of the  Board  of  Directors  and  any  committee  thereof requiring  notice.  The  Secretary  shall  perform all other duties given him in these  Bylaws and other  duties  commonly  incident to his office and shall also perform  such other  duties and have such other powers as the Board of Directors shall  designate  from time to time.  The  President  may direct  any  Assistant Secretary  to assume and perform the duties of the  Secretary  in the absence or disability of the Secretary,  and each Assistant  Secretary  shall perform other duties commonly  incident to his office and shall also perform such other duties and have such other  powers as the Board of  Directors  or the  President  shall designate from time to time.
 
     (d)  DUTIES OF TREASURER.  The Treasurer shall keep or cause to be kept the books of account of the  corporation  in a thorough and proper  manner and shall render  statements of the financial  affairs of the corporation in such form and as often as required by the Board of Directors or the President.  The Treasurer, subject to the order of the Board of  Directors,  shall have the  custody of all funds and  securities  of the  corporation.  The  Treasurer  shall perform other duties commonly  incident to his office and shall also perform such other duties and have such other  powers as the Board of  Directors  or the  President  shall designate from time to time.
 
 
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     SECTION 29.    DELEGATION OF AUTHORITY.  The  Board of  Directors  may from time to time  delegate the powers or duties of any officer to any other  officer or agent, notwithstanding any provision hereof.
 
     SECTION 30.    RESIGNATIONS.  Any officer  may resign at any time by giving written  notice  to  the  Board  of  Directors  or to  the  President  or to the Secretary.  Any such resignation  shall be effective when received by the person or  persons  to whom  such  notice is given,  unless a later  time is  specified therein,  in which event the  resignation  shall become  effective at such later time.  Unless  otherwise  specified in such notice,  the  acceptance of any such resignation  shall not be necessary to make it effective.  Any resignation shall be  without  prejudice  to the  rights,  if any,  of the  corporation  under any contract with the resigning officer.
 
     SECTION 31.    REMOVAL.  Any  officer  may be  removed  from  office at any time, either with or without cause, by the affirmative vote of a majority of the directors  in office at the time,  or by the  unanimous  written  consent of the directors in office at the time, or by any  committee or superior  officers upon whom such power of removal may have been conferred by the Board of Directors.
 
ARTICLE VI
EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION
 
     SECTION 32.    EXECUTION OF CORPORATE INSTRUMENT.   The Board  of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate  instrument or document,  or to sign on behalf of the  corporation the corporate name without  limitation,  or to enter into contracts on behalf of the  corporation,  except where otherwise  provided by law or these Bylaws,  and such execution or signature shall be binding upon the corporation.
 
     Unless  otherwise  specifically  determined  by the Board of  Directors  or otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation, and other corporate instruments or documents  requiring the corporate  seal,  and  certificates  of shares of stock owned by the corporation,  shall be executed, signed or endorsed by the Chairman of the Board of Directors,  or the President or any Vice  President,  and by the Secretary or Treasurer or any Assistant  Secretary or Assistant  Treasurer.  All other  instruments  and documents  requiting the  corporate  signature,  but not requiring  the  corporate  seal,  may be executed as  aforesaid or in such other manner as may be directed by the Board of Directors.     All checks and drafts drawn on banks or other  depositaries on funds to the credit of the  corporation or in special  accounts of the  corporation  shall be signed by such person .or persons as the Board of Directors  shall  authorize so to do.
 
     Unless  authorized  or  ratified  by the Board of  Directors  or within the agency power of an officer,  no officer,  agent or employee shall have any power or authority to bind the  corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.
 
     SECTION 33.    VOTING OF SECURITIES  OWNED BY THE CORPORATION.   All  stock and other securities of other  corporations owned or held by the corporation for itself,  or for other parties in any capacity,  shall be voted,  and all proxies with respect  thereto  shall be executed,  by the person  authorized so to do by resolution of the Board of Directors,  or, in the absence of such authorization, by the Chairman of the Board of  Directors,  the Chief  Executive  Officer,  the President, or any Vice President.
 
 
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ARTICLE VII
SHARES OF STOCK
 
     SECTION 34.    FORM  AND EXECUTION OF CERTIFICATES.  Certificates  for  the shares of stock of the  corporation  shall be in such form as is consistent with the Articles of  Incorporation  and applicable law. Every holder of stock in the corporation shall be entitled to have a certificate  signed by or in the name of the  corporation by the Chairman of the Board of Directors,  or the President or any Vice President and by the Treasurer or Assistant  Treasurer or the Secretary or  Assistant  Secretary,  certifying  the number of shares  owned by him in the corporation.  Any or all of the signatures on the certificate may be facsimiles. In case any  officer,  transfer  agent,  or  registrar  who has  signed or whose facsimile  signature has been placed upon a certificate  shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer,  transfer  agent, or registrar at the date of issue. Each certificate shall state upon the face or back  thereof,  in  full  or  in  summary,  all  of  the  powers,  designations, preferences,  and rights,  and the  limitations  or  restrictions  of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each  stockholder who so requests the powers,  designations,  preferences and relative,  participating,  optional,  or other  special  rights of each class of stock or series thereof and the  qualifications,  limitations or restrictions of such preferences  and/or rights.  Within a reasonable time after the issuance or transfer of  uncertificated  stock, the corporation shall send to the registered owner thereof a written  notice  containing the  information  required to be set forth or stated on certificates  pursuant to this section or otherwise  required by law or with respect to this  section a statement  that the  corporation  will furnish  without  charge  to  each  stockholder  who  so  requests  the  powers, designations,  preferences and relative participating, optional or other special rights  of each  class  of  stock  or  series  thereof  and the  qualifications, limitations  or  restrictions  of such  preferences  and/or  rights.  Except  as otherwise  expressly  provided by law, the rights and obligations of the holders of  certificates  representing  stock  of the same  class  and  series  shall be identical.
 
     SECTION 35.    LOST CERTIFICATES.  A  new certificate or certificates shall be issued in place of any certificate or certificates  theretofore issued by the corporation alleged to have been lost, stolen, or destroyed,  upon the making of an affidavit of that fact by the person  claiming the certificate of stock to be lost,  stolen,  or  destroyed.  The  corporation  may  require,  as a  condition precedent to the issuance of a new  certificate  or  certificates,  the owner of such lost,  stolen,  or  destroyed  certificate  or  certificates,  or his legal representative,  to advertise  the same in such manner as it shall require or to give the  corporation  a surety bond in such form and amount as it may direct as indemnity  against  any claim  that may be made  against  the  corporation  with respect to the certificate alleged to have been lost, stolen, or destroyed.
 
     SECTION 36.    TRANSFERS.
 
     (a)  Transfers  of record of  shares of stock of the  corporation  shall be made only upon its books by the holders  thereof,  in person or by attorney duly authorized,  and  upon the  surrender  of a  properly  endorsed  certificate  or certificates for a like number of shares.
 
 
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     (b)  The  corporation  shall  have  power to enter  into  and  perform  any agreement with any number of stockholders of any one or more classes of stock of the  corporation to restrict the transfer of shares of stock of the  corporation of any  one or more  classes  owned  by  such  stockholders  in any  manner  not prohibited by the General Corporation Law of Nevada.
 
     SECTION 37.    FIXING RECORD DATES.
 
     (a)  In order that the corporation may determine the stockholders  entitled to  notice  of or to vote at any  meeting  of  stockholders  or any  adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of  Directors,  and which  record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting.  If no  record  date is  fixed  by the  Board  of  Directors,  the  record  date for determining  stockholders  entitled  to  notice  of or to vote at a  meeting  of stockholders shall be at the close of business on the day next preceding the day on which  notice is given,  or if notice is waived,  at the close of business on the day next preceding the day on which the meeting is held. A determination  of stockholders  of  record  entitled  to  notice  of or to  vote at a  meeting  of stockholders shall apply to any adjournment of the meeting;  provided,  however, that the Board of Directors may fix a new record date for the adjourned meeting.
 
     (b)  In order that the corporation may determine the stockholders  entitled to receive  payment of any  dividend or other  distribution  or allotment of any rights or the  stockholders  entitled to  exercise  any rights in respect of any change,  conversion or exchange of stock, or for the purpose of any other lawful action,  the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted,  and which  record date shall be not more than sixty (60) days prior to such  action.  If no record date is filed,  the record  date for  determining stockholders  for any such purpose  shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
 
     SECTION 38.    REGISTERED  STOCKHOLDERS.  The corporation shall be entitled to recognize  the  exclusive  right of a person  registered  on its books as the owner of shares to receive  dividends,  and to vote as such owner, and shall not be bound to recognize  any equitable or other claim to or interest in such share or shares on the part of any other  person  whether or not it shall have expressor other notice thereof, except as otherwise provided by the laws of Nevada.
 
ARTICLE VIII
OTHER SECURITIES OF THE CORPORATION
 
     SECTION 39.    EXECUTION  OF  OTHER  SECURITIES.  All bonds, debentures and other corporate  securities of the  corporation,  other than stock  certificates (covered  in  Section  34),  may be  signed  by the  Chairman  of the  Board  of Directors,  the President or any Vice President,  or such other person as may be authorized by the Board of Directors,  and the corporate seal impressed  thereon or a facsimile of such seal  imprinted  thereon and attested by the signature of the  Secretary  or an Assistant  Secretary,  or the Chief  Financial  Officer or Treasurer  or an Assistant  Treasurer;  provided,  however,  that where any such bond, debenture or other corporate security shall be authenticated by the manual signature,  or where  permissible  facsimile  signature,  of a trustee  under an indenture  pursuant to which such bond,  debenture or other  corporate  security shall be issued,  the  signatures  of the  persons  signing  and  attesting  the corporate seal on such bond,  debenture or other  corporate  security may be the imprinted  facsimile  of  the  signatures  of  such  persons.  Interest  coupons appertaining  to  any  such  bond,   debenture  or  other  corporate   security, authenticated by a trustee as aforesaid,  shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors,  or bear imprinted thereon the facsimile signature of such  person.  In case any officer  who shall have signed or attested  any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such  interest  coupon,  shall have ceased to be such  officer before the bond,  debenture  or other  corporate  security so signed or attested shall have been  delivered,  such bond,  debenture or other  corporate  security nevertheless  may be adopted by the  corporation  and  issued and  delivered  as though the person who signed the same or whose  facsimile  signature  shall have been used thereon had not ceased to be such officer of the corporation.
 
 
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ARTICLE IX
DIVIDENDS
 
     SECTION 40.    DECLARATION  OF DIVIDENDS.  Dividends upon the capital stock of the corporation,  subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.
 
     SECTION 41.    DIVIDEND RESERVE.  Before payment of any dividend, there may be set aside out of any funds of the  corporation  available for dividends  such sum or sums as the  Board of  Directors  from  time to time,  in their  absolute discretion, think proper as a reserve or reserves to meet contingencies,  or for equalizing  dividends,  or for  repairing  or  maintaining  any  property of the corporation,  or for such other  purpose as the Board of  Directors  shall think conducive to the  interests of the  corporation,  and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.
 
ARTICLE X
FISCAL YEAR
 
     SECTION 42.    FISCAL YEAR.   The  fiscal year of the corporation  shall be fixed by resolution of the Board of Directors.
 
ARTICLE XI
IMMUNITY AND INDEMNIFICATION
 
     SECTION 43.    IMMUNITY OF DIRECTORS AND INDEMNIFICATION  OF DIRECTORS  AND OFFICERS.
 
     (a)  DIRECTOR IMMUNITY.  Directors will be immune from monetary liabilities to the fullest extent not prohibited by Nevada law.  Excepted from that immunity are:
 
 
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;
 
 
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a transaction from which the director derived an improper  personal profit; and

 
willful misconduct.
 
     (b)  DIRECTORS AND OFFICERS.  The corporation  will indemnify its directors and  officers  to the fullest  extent not  prohibited  by Nevada law;  provided, however,  that the corporation may modify the extent of such  indemnification by individual  contracts with its directors and officers;  and, provided,  further, that the corporation  shall not be required to indemnify any director or officer in connection  with any  proceeding  (or part thereof)  initiated by such person unless (i) such  indemnification  is expressly  required to be made by law, (ii) the  proceeding  was  authorized  by the Board of Directors of the  corporation, (iii)  such  indemnification  is  provided  by  the  corporation,  in  its  sole discretion, pursuant to the powers vested in the corporation under Nevada law or (iv) such indemnification is required to be made pursuant to these Bylaws.
 
     (c)  EXPENSE.  The  corporation  will advance to any person who was or is a party  or is  threatened  to be  made a  party  to any  threatened,  pending  or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a director or officer, of the  corporation,  or is or was serving at the request of the  corporation  as a director  or  executive  officer  of  another  corporation,  partnership,  joint venture,  trust  or other  enterprise,  prior to the  final  disposition  of the proceeding,  promptly  following request therefor,  all expenses incurred by any director  or officer  in  connection  with such  proceeding  upon  receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined  ultimately that such person is not entitled to be indemnified  under these Bylaws.
 
     No  advance  shall  be  made  by  the  corporation  to an  officer  of  the corporation (except by reason of the fact that such officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum  consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable,  or, even if obtainable, a quorum of disinterested  directors so directs, by independent legal counsel in a written opinion,  that the facts known to the decision-making  party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner  that such  person did not believe to be in or not opposed to the best interests of the corporation.
 
ARTICLE XII
NOTICES
 
     SECTION 44.    NOTICES.
 
     (a)  NOTICE  TO  STOCKHOLDERS.  Whenever,  under  any  provisions  of these Bylaws, notice is required to be given to any stockholder,  it shall be given in writing,  timely and duly deposited in the United States mail,  postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent.
 
 
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     (b)  NOTICE TO DIRECTORS.  Any notice  required to be given to any director may be given by the method stated in subsection  (a), or by facsimile,  telex or telegram,  except that such notice other than one which is delivered  personally shall be sent to such address as such director  shall have filed in writing with the Secretary,  or, in the absence of such filing, to the last known post office address of such director.
 
     (c)  AFFIDAVIT  OF MAILING.  An  affidavit  of mailing,  executed by a duly authorized  and  competent  employee of the  corporation  or its transfer  agent appointed with respect to the class of stock  affected,  specifying the name and address  or the names and  addresses  of the  stockholder  or  stockholders,  or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same,  shall in the absence of fraud, be prima facie evidence of the facts therein contained.
 
     (d)  TIME  NOTICES  DEEMED  GIVEN.  All  notices  given by  mail,  as above provided,  shall be deemed to have been given as at the time of mailing, and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time recorded at time of transmission.
 
     (e)  METHODS OF NOTICE.  It shall not be necessary  that the same method of giving  notice be  employed  in respect of all  directors,  but one  permissible method may be employed in respect of any one or more, and any other  permissible method or methods may be employed in respect of any other or others.
 
     (f)  FAILURE TO RECEIVE  NOTICE.  The period or  limitation  of time within which any  stockholder  may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege,  pursuant to any notice sent him ill the manner  above  provided,  shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice.
 
     (g)  NOTICE TO PERSON WITH WHOM COMMUNICATION IS UNLAWFUL.  Whenever notice is  required  to be given,  under any  provision  of law or of the Articles  of Incorporation   or  Bylaws  of  the   corporation,   to  any  person  with  whom communication is unlawful, the giving of such notice to such person shall not be require and there  shall be no duty to apply to any  governmental  authority  oragency for a license or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given.  In the event that the action taken by the  corporation  is such as to require the filing of a certificate under any provision of the Nevada General Corporation Law, the certificate shall state, if such is the fact and if notice is  required,  that notice was given to all  persons  entitled to receive notice except such persons with whom communication is unlawful.
 
     (h)  NOTICE  TO  PERSON  WITH  UNDELIVERABLE  ADDRESS.  Whenever  notice is required  to  be  given,   under  any  provision  of  law  or  the  Articles  of Incorporation  or  Bylaws of the  corporation,  to any  stockholder  to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written  consent without a meeting to such person during the period between such two consecutive  annual meetings,  or (ii) all, and at least two,  payments  (if sent by  first  class  mail) of  dividends  or  interest  on securities  during a  twelve-month  period,  have been mailed  addressed to such person at his address as shown on the records of the  corporation  and have been returned  undeliverable,  the giving of such notice to such person  shall not be required.  Any action or meeting which shall be taken or held without  notice to such person shall have the same force and effect as if such notice had been duly given.  If any such person shall  deliver to the  corporation  a written  notice setting forth his then current address,  the requirement that notice be given to such  person  shall be  reinstated.  In the event that the  action  taken by the corporation  is such  as to  require  the  filing  of a  certificate  under  any provision of the Nevada General  Corporation Law, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this paragraph.
 
ARTICLE XII
AMENDMENTS
     SECTION 45.    AMENDMENTS.

     The Board of  Directors  shall  have the power to adopt,  amend,  or repeal these Bylaws.

 
 
 
 
Longabaugh Law Offices
2245C Renaissance Drive
Las Vegas, NV 89119
Phone: (702) 967-6800     Fax: (702) 967-6789
GRAPHIC1
 
 
 
Marvin L. Longabaugh, Esq.
Jack W. Fleeman, Esq.
 
http:\\www.longabaughlaw.com
 
EXHIBIT 5.1

February 11, 2008                                                                                                                     

Wishart Enterprises Limited
#108-2940 Louise Street
Saskatoon, Saskatchewan S7J 5K2
Canada
 
Re:      Wishart Enterprises Limited, Registration Statement on Form SB-2

Ladies and Gentlemen:

This firm has acted as counsel for Wishart Enterprises Limited, a Nevada corporation (the “Company”), in connection with the preparation of the registration statement on Form SB-2 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Act”), relation to the offering of 515,000 shares held by the selling shareholders described in the Registration Statement.

In rendering the opinion set forth below, we have reviewed: (a) the Registration Statement and the exhibits attached thereto; (b) the Company’s Articles of Incorporation; (c) the Company’s Bylaws; (d) certain records of the Company’s corporate proceedings as reflected in its minute books; and (e) such statutes, records and other documents as we have deemed relevant.  In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and conformity with the originals of all documents submitted to us as copies thereof.  In addition, we have made such other examinations of law and fact, as we have deemed relevant in order to form a basis for the opinion hereinafter expressed.

Based upon the foregoing, we are of the opinion that the 515,000 shares of common stock to be sold by the selling shareholders are validly issued, fully paid and non-assessable.

This opinion is based on Nevada general corporate law, including the statutory provision, all applicable provisions of the Nevada constitution and reported judicial decisions interpreting those laws.

Very truly yours,

 
/s/ Marvin L. Longabaugh
MARVIN L. LONGABAUGH, Esq.
MLL/ksw

 
 

 

 
 
 
Longabaugh Law Offices
2245C Renaissance Drive
Las Vegas, NV 89119
Phone: (702) 967-6800     Fax: (702) 967-6789
GRAPHIC1
 
 
 
Marvin L. Longabaugh, Esq.
Jack W. Fleeman, Esq.
 
http:\\www.longabaughlaw.com
 
 

EXHIBIT 23.2
 
February 11, 2008                                                                                                                     



CONSENT

WE HEREBY CONSENT to the inclusion of our name and use of our opinion in connection with the Form SB-2 Registration Statement filed with the Securities and Exchange Commission as counsel for the registrant, Wishart Enterprises Limited.





Very truly yours,
 
/s/ Marvin L. Longabaugh
MARVIN L. LONGABAUGH, Esq.
MLL/ksw
Maddox Ungar Silberstein, PLLC CPAs and Business Advisors                                                                                                                                           
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.maddoxungar.com


February 7, 2008


CONSENT OF ACCOUNTANT

Board of Directors
Wishart Enterprises Limited
Saskatoon, Saskatchewan, Canada

To Whom It May Concern:

Maddox Ungar Silberstein, PLLC hereby consents to the use in the Form S-1, Registration Statement under the Securities Act of 1933, filed by Wishart Enterprises Limited of our report dated January 14, 2008, relating to the financial statements of Wishart Enterprises Limited, a Nevada Corporation, for the period ending November 30, 2007.

Sincerely,

/s/ Maddox Ungar Silberstein, PLLC

Maddox Ungar Silberstein, PLLC