|
Title
of Securities to be Registered
|
Amount
to be Registered
|
Proposed
Maximum Offering Price per Unit
|
Proposed
Maximum Aggregate Offering Price
|
Amount
of Registration Fee
|
|
Common
Stock
$0.001
par value
|
5,000,000
shares
|
$0.13
per
share
|
$650,000.00
|
$69.55
|
|
/s/
Christopher Paton-Gay
Christopher
Paton-Gay
|
/s/
Donald Jackson Wells
Donald
Jackson Wells
|
/s/
Joseph Kane
Joseph
Kane
|
|
1.
Reporting/Non-reporting
Status.
Different considerations apply to the reporting or non-reporting
status of
the Corporation at the time of any proposed issuance pursuant to
this
Plan. A
"reporting
company",
as the term is used herein, means either one with a class of securities
registered under Sections 12(b) or 12(g), and also includes a company
which reports in accordance with Section 15(d) of the Securities
Exchange
Act of 1934, and further, in any case, that such company is current
in its
annual and quarterly filing requirements, and is not at such time
subject
to Comments by the Staff of the Commission with respect to any such
filing, or to any Registration
Statement.
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|
(a)
If this Corporation be a reporting company, the Board of Directors
may
elect to offer shares pursuant to Registration under the Securities
Act of
1933, or pursuant to Section 4(2) of the 1933 Act, or other applicable
exemption from registration, with such restriction on resale as required
by law or rule of the Commission, or such greater restriction as
may be
agreed to by the parties.
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|
(b)
If this Corporation be a non-reporting company, the Board of Directors
shall offer shares only pursuant to Section 4(2) of the 1933 Act,
as
Restricted Securities and New Investment Shares, as defined by Rule
144(a). Offers or issuances pursuant to the exemption of Rule 701
are not
within the scope of this Plan.
|
|
2.
Registration
if by Form S-8.
In
the event that shares are offered or issued pursuant to 1933 Act
Registration, using From S-8 (or its equivalent as the Commission
may from
time to time provide, all requirements for the use of such form and
procedure shall be observed and complied with; principally, among
others:
|
|
(i)
The Corporation shall be a reporting
company;
|
|
(ii)
Shares shall be offered and/or issued only to natural persons;
and
|
|
(iii)
Capital formation or fund raising activities shall not be included
in the
concept of actual services provided, within this
Plan.
|
|
3.
Non-Qualified
Plan.
This Plan is qualified for any special tax treatment under the Internal
Revenue Code of the United States, or elsewhere. Shares issued pursuant
to
this Plan shall be the equivalent of payment in cash for
services.
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|
4.
Valuation
of Shares.
If
a real and liquid market exists for the issuance of shares, on any
public
trading medium or exchange, the shares shall be valued in reasonable
relation to the market price at which the shares could be sold. If
no
public market exists for the shares offered or issued, or if only
a
technical but inactive or illiquid market exits, the reasonable value
of
the shares shall be determined by actual commercial conditions for
private
transactions in shares that cannot be resold in brokerage
transactions.
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|
5.
Full
Compliance.
Nothing contained herein shall authorize, and notwithstanding anything
contained herein shall be deemed to authorize, anything other than
full
compliance with all securities laws and regulations, as in force
and
effect at the time of any offer or issuance of
securities.
|
|
/s/
Christopher Paton-Gay
Christopher
Paton-Gay
|
/s/
Donald Jackson Wells
Donald
Jackson Wells
|
/s/
Joseph Kane
Joseph
Kane
|