ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Other than as set forth
below, no named expert or counsel was hired on a contingent basis, will receive a direct or indirect interest in the small business
issuer, or was a promoter, underwriter, voting trustee, director, officer, or employee of the Company. Brian F. Faulkner, A Professional
Law Corporation, counsel for the Company as giving an opinion on the validity of the securities being registered, has previously
received restricted shares of common stock pursuant to an attorney-client contract with the registrant, and will received shares
of common stock under this Form S-8 in compensation for legal services rendered, and to be rendered in the future, to the registrant
under this attorney-client contract. These legal services consist of advice and preparation work in connection with reports of
the Company filed under the Securities Exchange Act of 1934, and other general corporate and securities work for the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS
AND OFFICERS.
The
following is a summary of the relevant provisions in the articles of incorporation, bylaws, and Nevada law with regard to limitation
of liability and indemnification of officers, directors and employees of the Company.
Limitation of Liability.
Articles
of Incorporation and Bylaws.
There are no provisions
in the Company’s articles of incorporation or bylaws with regard to liability of a director
Nevada Revised Statutes.
“NRS
78.138 Directors and officers: Exercise of powers; performance of duties; presumptions and considerations; liability to corporation
and stockholders.
(7) Except as otherwise
provided in NRS 35.230, a director or officer is not individually liable to the corporation or its stockholders for any damages
as a result of any act or failure to act in his capacity as a director or officer unless it is proven that:
(a) His act or failure to
act constituted a breach of his fiduciary duties as a director or officer; and
(b) His breach of those duties
involved intentional misconduct, fraud or a knowing violation of law.”
Indemnification.
Articles
of Incorporation and Bylaws.
There are no provisions
in the articles of incorporation with regard to indemnification. The bylaws of the Company provide the following with regard to
indemnification:
“No director shall be liable
to the corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except with respect
to (1) a breach of the director’s duty of loyalty to the corporation or its stockholders, (2) acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, (3) liability which may be specifically defined by
law or (4) a transaction from which the director derived an improper personal benefit, it being the intention of the foregoing
provision to eliminate the liability of the corporation’s directors to the corporation or its stockholders to the fullest
extent permitted by law. The corporation shall indemnify to the fullest extent permitted by law each person that such law grants
the corporation the power to indemnify.”
Nevada Revised Statutes.
“NRS 78.7502 Discretionary
and mandatory indemnification of officers, directors, employees and agents: General provisions.
1. A corporation
may indemnify 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, except an action by or in the right of the corporation,
by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually
and reasonably incurred by him in connection with the action, suit or proceeding if he
:
(a)
Is not liable pursuant to d
irectors and officers duty to exercise their powers in good faith and with a view to the
interests of the corporation];
or
(b)
Acted
in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
The termination of any action, suit or
proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, does not, of itself,
create a presumption that the person
is liable pursuant to or
did not act in good faith
and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation,
or
that, with respect to any criminal action or proceeding, he had reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against
expenses, including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection
with the defense or settlement of the action or suit if he
:
(a)
Is not liable pursuant to; or
(b)
Acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation.
Indemnification may not be made for any
claim, issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all
appeals therefrom, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the
extent that the court in which the action or suit was brought or other court of competent jurisdiction determines upon application
that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses
as the court deems proper.
3. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in subsections 1 and 2, or in defense of any claim, issue or matter therein,
the corporation shall indemnify him against expenses, including attorneys’ fees, actually and reasonably incurred by him
in connection with the defense.”
“NRS 78.751 Authorization required for discretionary indemnification; advancement of expenses; limitation on indemnification
and advancement of expenses.
1.
Any discretionary indemnification pursuant to NRS 78.7502, unless ordered by a court or advanced pursuant to subsection
2, may be made by the corporation only as authorized in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances. The determination must be made:
(a) By the stockholders;
(b) By the board of directors
by majority vote of a quorum consisting of directors who were not parties to the action, suit or proceeding;
(c) If a majority vote of
a quorum consisting of directors who were not parties to the action, suit or proceeding so orders, by independent legal counsel
in a written opinion; or
(d) If a quorum consisting
of directors who were not parties to the action, suit or proceeding cannot be obtained, by independent legal counsel in a written
opinion.
2. The articles
of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred
in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance
of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer
to repay the amount if it is ultimately determined by a court of competent jurisdiction that the director or officer is not entitled
to be indemnified by the corporation. The provisions of this subsection do not affect any rights to advancement of expenses to
which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law.
3. The indemnification
pursuant to NRS 78.7502 and advancement of expenses authorized in or ordered by a court pursuant to this section:
(a) Does not exclude any other
rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation
or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in the person’s
official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court
pursuant to NRS 78.7502 or for the advancement of expenses made pursuant to subsection 2, may not be made to or on behalf of any
director or officer if a final adjudication establishes that the director’s or officer’s acts or omissions involved
intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. A right to indemnification
or to advancement of expenses arising under a provision of the articles of incorporation or any bylaw is not eliminated or impaired
by an amendment to such provision after the occurrence of the act or omission that is the subject of the civil, criminal, administrative
or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision
in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission
has occurred.
(b) Continues for a person
who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators
of such a person.”
“NRS 78.752
Insurance and other financial arrangements against liability of directors, officers, employees and agents.
(1) A corporation may purchase and
maintain insurance or make other financial arrangements on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise for any liability asserted against him and liability and expenses
incurred by him in his capacity as a director, officer, employee or agent, or arising out of his status as such, whether or not
the corporation has the authority to indemnify him against such liability and expenses.
(2) The other financial
arrangements made by the corporation pursuant to subsection 1 may include the following:
(a) The creation
of a trust fund.
(b) The establishment of a
program of self-insurance.
(c) The securing of its obligation
of indemnification by granting a security interest or other lien on any assets of the corporation.
(d) The establishment
of a letter of credit, guaranty or surety.
No financial arrangement made pursuant
to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable for intentional misconduct, fraud or a knowing violation of law, except with respect to the advancement
of expenses or indemnification ordered by a court.
(3) Any insurance
or other financial arrangement made on behalf of a person pursuant to this section may be provided by the corporation or any other
person approved by the board of directors, even if all or part of the other person’s stock or other securities is owned by
the corporation.
(4) In the absence of fraud:
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(a)
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The decision of the board of directors as to the propriety
of the terms and conditions of any insurance or other financial arrangement made pursuant to this section and the choice of the
person to provide the insurance or other financial arrangement is conclusive; and
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(b)
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The insurance or other financial arrangement:
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(i)
|
Is not void or voidable; and
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(ii)
|
Does not subject any director approving it to personal
liability for his action, even if a director approving the insurance or other financial arrangement is a beneficiary of the insurance
or other financial arrangement.
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(5) A corporation or its subsidiary
which provides self-insurance for itself or for another affiliated corporation pursuant to this section is not subject to the provisions
of Title 57 of NRS.”
ITEM 9. UNDERTAKINGS.
The undersigned Company
hereby undertakes:
(a) (1) To file, during any
period in which offers or sales are being made, a post-effective amendment to this registration statement:
iii. 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.
(6) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned 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 or sell such securities to such purchaser:
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i.
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Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to Rule 424;
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ii.
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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;
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iii.
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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
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iv.
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Any other communication that is an offer in the offering
made by the undersigned registrant to the purchaser.
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(b) The undersigned
registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the
registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration statement 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.
(h) 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 provisions, 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 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.