10/31/2003 13:32:54|S2|PSNN|WLKHF|Professional Services Network Corp (Nevada)|Warlock Holdings Inc Ordinary Shares (Canada)|11/03/2003|**|||
PLAN OF SPIN-OFF OF WARLOCK HOLDINGS INC.
First Canadian, a Ontario corporation (the "Company"), shall proceed to
a complete spin-off of Warlock Holdings Inc.("WARLOCK HOLDINGS "), a
subsidiary of the Company, according to the procedures set forth in this
Plan of Spin-off (the "Plan"). The Plan has been approved by the Board
of Directors of the Company (the "Board") as being advisable and in the
best interests of First Canadian and its stockholders. The Board has
directed that this Plan be submitted to the holders of the outstanding
voting shares of First Canadian (the "Stockholders"), voting in the
aggregate without regard to class, for their adoption or rejection at a
special meeting of the Stockholders of First Canadian and has authorized
the distribution of a Proxy Statement in connection with the
solicitation of proxies for that meeting (the "Proxy Statement"). Upon
Stockholder approval of the Plan, WARLOCK HOLDINGS shall be
completely spun-off in accordance with the requirements of Ontario Law,
the Company's Articles of Incorporation and the Internal Revenue Code of
1986, as amended (the "Code"), as follows:
1. Adoption of Plan. The effective date of the Plan (the "Effective
Date") shall be the date on which the Plan is approved by the
Stockholders.
2. No Provisions for Liabilities. First Canadian shall not pay or
discharge or set aside a reserve fund for, or otherwise provide for the
payment or discharge of, any liabilities and obligations of WARLOCK
HOLDINGS , including, without limitation, any contingent liabilities.
3. Distribution to Stockholders. As soon as practicable after the
Effective Date, WARLOCK HOLDINGS shall issue a stock dividend and
distribute pro rata on the date of its spin-off to the Stockholders of
record on the Effective Date in complete non-cancellation and non-
redeemable common shares of WARLOCK HOLDINGS .
Each Stockholder not holding stock certificates of First Canadian will
receive through there broker their proportionate shares held at the
DTC. Each Stockholder holding stock certificates of First Canadian will
receive a stock certificate from WARLOCK HOLDINGS directly.
4. Articles of Amendment. Subject to Stockholder approval, following
the completion of the spin-off of WARLOCK HOLDINGS and pursuant to
the laws of Ontario, the Company shall file Articles of Amendment (the
"Articles") if needed.
5. Amendment or Abandonment of Plan. The Board may modify or amend
this Plan at any time without Stockholder approval if it determines that
such action would be advisable and in the best interests of First
Canadian and the Stockholders. If any amendment or modification appears
necessary and in the judgment of the Board will materially and adversely
affect the interests of the Stockholders, such an amendment or
modification will be submitted to the Stockholders for approval. In
addition, the Board may abandon this Plan without Stockholder approval
at any time prior to the spin-off of WARLOCK HOLDINGS if it determines
that abandonment would be advisable and in the best interests of First
Canadian and the Stockholders.
6. Powers of Board and Officers. The Board and the officers of the
Company are authorized to approve such changes to the terms of any of
the transactions referred to herein, to interpret any of the provisions
of this Plan, and to make, execute and deliver such other agreements,
conveyances, assignments, transfers, certificates and other documents
and take such other action as the Board and the officers of the Company
deem necessary or desirable in order to carry out the provisions of this
Plan and effect the complete spin-off of WARLOCK HOLDINGS in
accordance with the Code and Ontario
7. Expenses. The expenses of carrying out the terms of this Plan shall
be borne by First Canadian, whether or not the spin-off contemplated by
this Plan is affected.
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INFORMATION AND DISCLOSURE STATEMENT*THIS STATEMENT HAS NOT BEEN FILED WITH THE NASD OR ANY OTHER REGULATORY AGENCY All information contained in this Information and Disclosure Statement has been compiled to fulfill the disclosure requirements of Rule 15c2-11 (a)(5) promulgated under the Securities Exchange Act of 1934, as amended. The enumerated captions contained herein correspond to the sequential format as set forth in the rule. Item 1: The Exact Name of the Issuer.Professional Services Network Corp. (hereinafter referred to as the “Company” or “PSN”) Item 2: The Principal Executive Office of the Issuer.Professional Services Network Corp. 1000 Finch Avenue West Suite 804 Toronto, Ontario Canada M3J 2V5 Tel: (416) 635-5494 Fax: (416) 635-5291 Investor Relations Contact for the Issuer: Professional Services Network Corp. 1000 Finch Avenue West Suite 804 Contact: Robert Steen Toronto, Ontario M3J 2V5 Tel: (416) 635-5494 Fax: (416) 635-5291 Item 3. The State and Date of Incorporation.PSN was incorporated in the State of Nevada on October 2, 2002 as Professional Services Network Corp. Item 4. The Exact Title and Class of the Security. Security Symbol: PSNN CUSIP Number – 74316E 10 3 Common Stock - $0.001 par value Preferred Stock – None authorized
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Item 5. The Par or Stated Value of the Security.Thirty Million One Hundred and Forty Two Thousand One Hundred and Fifty Six (30,142,156), par value $.001 shares of common stock authorized in the company’s Articles of Incorporation filed within the State of Nevada on October 2, 2002 The company did not authorize any preferred shares. Item 6. The Number of Shares Outstanding.A. The Number of Shares Outstanding year ending July 31, 2004: (i) PSN is currently authorized by the Articles of Incorporation of the company to issue Seventy Five Million (75,000,000) shares of common stock, par value $.001 and Zero (0) shares of preferred stock. (ii) There are currently Thirty Million One Hundred and Forty Two Thousand One Hundred and Fifty Six (30,142,156) shares of common stock outstanding and Zero (0) shares of preferred stock of the company outstanding. (iii)Five Million One Hundred and Forty Two Thousand One Hundred and Fifty Six (5,142,156) shares of the outstanding common stock in PSN are designated as non-Restricted shares. There are currently no preferred shares outstanding. (iv) As of July 31, 2004 there are 15 common stock shareholders of record in PSN and Zero (0) preferred stock shareholders. B. The Number of Shares Outstanding as of February 8, 2005: Same as paragraph A above. There has been no change since July 31, 2004. Item 7. The Name and Address of the Transfer Agent.American Heritage Stock Transfer Inc. 80 Tiverton Court, Suite 205 Markham, Ontario L3R 0G4 Telephone: 416-907-3113 American Heritage Stock Transfer Inc. is currently registered under the Exchange Act and is an SEC approved transfer agent.
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Item 8. The Nature of the Issuer’s Business. (A) PSN owns and operates the business of Legal Services Plan Inc. Legal Services Plan Inc. has created a system similar to medical and dental programs, with top-notch legal and accounting firms across the country. This unique system is available for individuals, families, and business. The company offers monthly and yearly plans of high quality legal and financial/accounting services. The flat rate price is easily affordable, alleviating the ticking hour rate of lawyers and accountants. 1. The form of organization of the issuer; PSN is a Nevada Corporation 2. The year that the issuer (or any predecessor) was organized: PSN was organized by the filing of the Articles of Incorporation with the Secretary of State Nevada on October 2, 2002 as Professional Services Network Corp. 3. Issuer’s fiscal year end date: The fiscal year end date is July 31.
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4. Whether the issuer (and/or any predecessor) has been in bankruptcy, receivership or any similar proceeding; The company has not and is not in the process of filing bankruptcy, receivership or any similar proceeding. 5. Whether the Issuer has made a material reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business; The company has not made any material reclassifications, mergers, consolidations, or purchases or sales of any significant amount of assets. 6. Has the Company had any default of any terms of any note, loan, lease, or other indebtedness or financing arrangement requiring the issuer to make payments: No. 7. Has the Issuer had a change of control? The company has not had any change of control but will notify Pinksheets if any changes occur. 8. Has there been an increase of 10% or more of the same class of outstanding equity securities; The company has not had an increase of 10% 9. Describe any past, pending or anticipated stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization; The company has not had any past, pending or anticipated stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization but will notify Pinksheets of any changes. 10. Whether the Issuer has been de-listed by any securities exchange or NASDAQ. PSN’s securities have not been de-listed and are not in the process of being de-listed by the Securities and Exchange Commission or the NASD.
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11. Are there any current, past, pending or threatened legal proceedings or administrative actions either by or against the issuer that could have a material effect on the issuer’s business, financial condition, or operations. State the names of the principal parties, the nature and current status of the matters, and the amounts involved: No, there are no current, past, pending or threatening legal proceedings or administrative actions. (B) Business of Issuer. PSN provides services, through Legal Services Plan Inc., similar to medical and dental programs, with top-notch legal and accounting firms across the country. This unique system is available for individuals, families, and business. The company offers monthly and yearly plans of high quality legal and financial/accounting services. The flat rate price is easily affordable, alleviating the ticking hour rate of lawyers and accountants. 1. Please indicate the issuer’s primary and secondary SIC Codes; The Primary SIC Code for the company is 8111 and the secondary SIC code is 8721. 2. If the issuer has never conducted operations, is in the development stage or is currently conducting operations; The company is currently conducting operations. 3. State the names of any parent, subsidiary, or affiliate of the issuer, and describe its business purpose, its method of operation, its ownership, and whether it is included in the financial statements attached to this disclosure document; Not applicable. 4. The effect of existing or probable governmental regulations on the business; The company does not foresee any substantial changes that could adversely affect the business of the company at this time. 5. An estimate of the amount spent during each of the last two fiscal years on research and development activities, and, if applicable, the extent to which the cost of such activities are borne directly by customers; The company does not invest in Research & Development other than in the course of managing day-to-day operations and marketing.
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6. Costs and effects of compliance with environmental laws (federal, state and local); Not applicable. The company is exclusively service based. 7. Number of total employees and number of full time employees. The company currently has a total of 5 employees, of which 4 employees of the company are considered full time. (B) Investment Policies The Company plans to fund its efforts and all assets that will possibly be acquired will be used to generate income for the company. The company does not own any property and does not plan to invest in any of the following. 1. Investments in real estate or interests in real estate. The company has no real estate interests has does not invest in real estate. 2. Investments in real estate mortgages. The company has no real estate mortgages interests has does not invest in real estate mortgages. 3. Securities of or interests in persons primarily engaged in real estate activities. The company has no real estate interests has does not engage in real estate activities.
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Item 9: The nature of products or services offered.1. Principal products or services, and their markets; Legal Services Plan Inc. Legal service plans while used in Europe for more than one hundred years and representing more than a $4 billion European industry, were first developed in the United States in the late 1960’s. Since that time, there has been substantial growth in the number of Americans entitled to receive various forms of legal services through legal service plans. According to the recent estimates developed by the National Resource Center for Consumers of Legal Services (‘WRC’), there are 157 million Americans without any type of legal service plan. The NRC estimates that 115 million Americans were entitled to services through at least one legal service plan in 2000, although more than half are “free” plans that generally provide limited benefits on an automatic enrolment without any direct cost to the individual. The 115 million Americans compares to 4 million in 1981, 15 million in 1985, 58 million in 1990 and 98 million in 1996. The legal service plan industry continues to evolve and market acceptance of legal service plans, as indicated by the continuing growth in the number of individuals covered by plans, is increasing. Legal service plans are offered through various organizations and marketing methods, and contain a wide variety of benefits. Free plans include those sponsored by labor unions and elder hotlines, and accounted for approximately 57% of covered persons in 2000 in the U.S. The NRC estimates that an additional 26% are covered by employee assistance plans (also automatic enrolment plans without direct cost to participants) designed to provide limited telephone access to attorneys for members of employee groups. Free plans and employee assistance plans therefore comprise approximately 83% of covered persons in 2000. Employer paid plans pursuant to which the employer as a fringe benefit offers more comprehensive benefits, and the military, are each estimated by the NRC to account for approximately 5% of covered persons in 2000. According to the NRC, the remaining covered persons in 2000 were covered by individual enrolment plans, other employment based plans, including voluntary payroll deduction plans, and miscellaneous plans. The NRC estimated these plans to account for approximately 7% of the market in 2000, and represent the market segment in which the Company primarily competes. According to the NRC, these plans typically have more comprehensive benefits, higher utilization, involve higher costs to participants, and are offered on an individual enrolment or voluntary basis. Of the current work force covered by service plans, only 7% were estimated by the NRC to be covered by plans having full coverage. The Company believes these plans include benefits comparable to those provided by the Company’s Memberships. Accordingly, the Company believes that significant opportunities exist for successful marketing of the Company’s Memberships to employee groups and other individual consumers. Historically, the Company’s primary market focus has been the “middle” eighty percent (80%) of households rather than the upper and lower ten percent (10% segments, based on the Company’s belief that the upper ten percent may already have a relationship with a law or accounting firm and the lower ten percent may not be able to afford the cost of either service plan. As a percentage of this defined “middle” market of approximately 5 million Canadian households, the Company is targeting a 1% share of this estimated market.
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The Company intends to make affordable legal, accounting and financial services accessible to all. The Company will continually develop services that will be of the highest quality, thus ensuring the highest standard of service for our membership, which will help attract new members and new independent representatives to our membership base. To achieve our mission, the Company will aim to be recognized as the membership of choice. The Company’s legal service plans (referred to as “Memberships”) currently provide for a variety of legal and financial/accounting services in a manner similar to medical plans. The basic monthly rate is currently $24.95 for each plan. The Business Legal Services Plan is a newly offered service plan, with a monthly rate currently of $124.95 for each plan. Standard legal plan benefits include unlimited telephone, e-mail and fax consultation on legal issues; phone calls and letters on the member’s behalf; unlimited personal document review and business document review; basic Will and Powers of Attorney; 50% discounts off one commercial closing (maximum savings of $1,500.00) and two residential closings; 30% discount off hourly rate for work done out of court (capped at $180.00/hr); 35% discount off hourly rate for work done in court; advice on family law; litigation; and immigration issues. Standard financial/accounting plan benefits include financial and tax planning; unlimited telephone consultations on personal and business accounting matters; limited personal and business document reviews; small business advice; representations before taxation authorities; Wills and Trusts; mortgage financing; franchising; leasing; advice on inheritance; 40% or more discount on hourly fees; and advice on accounting software application. Standard business legal plan benefits include telephone, e-mail and fax consultation on unlimited subjects; phone calls or letters made on your company’s behalf to 3rdparties; contract and document reviews; landlord/tenant issues; franchising; consumer protection; government agencies; corporate/commercial business law; 30% company discount for work done out of court; 35% company discount for work done in court; and securities litigation. For families with eligible special need members, we have introduced “Wills” with special trust provisions for $99.00 through our Family Legal Plan. On the financial/accounting side, we have introduced a $25.00 tax return, in the first year only (regardless of how complex) for either the disabled individual or their care giver/guardian. In the subsequent years this will be included free of charge with the membership. The membership covers the following individuals: a. Spouse of the member (includes common law spouses) b. Unmarried, dependant children under the age of 21 who reside at the member’s/spouse’s residence c. Unmarried dependant children under the age of 25 who attend a Canadian College or University as a full-time student d. Dependant children, age not being a factor, who are mentally or physically disabled and therefore not able to sustain employment and solely depend upon the member/spouse for support Plan benefits are generally provided through provider law and accounting firms, typically one firm per city.
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Ultimate Wealth Inc.Ultimate Wealth Inc., an Ontario company incorporated in Toronto March 2002, is a wholly owned subsidiary of Legal Services Plan Inc. Ultimate Wealth Inc. is an Internet based financial education and development program, which encompasses a global home-based business opportunity for its Associates (Independent Representatives). Ultimate Wealth’s $19.95US per month subscription fee includes on-going on-line economic reports, hundreds of on-line tax tips, on-line seminars (including varying degrees of financial commentary), video conferences, and the Ultimate Wealth Master’s Program. Ultimate Wealth Associates (Independent Representatives) pay $50.00US annually, for the opportunity to market the Ultimate Wealth program globally and build residual income. The goal of Ultimate Wealth is to empower its subscribers and associates, with knowledge and a step-by-step approach, assisting them to become financially independent and make the right financial choices. Through state-of-the-art Internet technology, subscribers and associates will learn how to achieve financial liberation, through business development and personal development strategies. The aim of Ultimate Wealth is to attract subscribers and associates from all over the world. As a result of the fact that Ultimate Wealth is an Internet based company, the above mentioned expansion can occur very rapidly. Due to the fact that LSP is currently operating only in Canada, this would greatly expand LSP’s potential independent representative and membership base upon expansion to other geographical markets. With both Legal Services Plan and Ultimate Wealth Inc., legal, financial and accounting services are encompassed under the same corporate umbrella. Subsequently providing a “one-stop shop”, that encourages cross membership in all of the above services. Ultimate Wealth Inc. may in the future develop other forms of memberships and plans(paid monthly, yearly or otherwise) which it believes will have marketability. Ultimate Wealth Inc. intends to market and sell these memberships and plans in any manner that it considers to be commercially viable(including print, television and radio advertising). 2. Distribution methods of the products or services; The Company markets memberships through a marketing program that encourages individuals to sell memberships and allows individuals to recruit and develop their own sales organizations. Commissions are paid only when a membership is sold and no commissions are paid based solely on recruitment. When a membership is sold, commissions are paid to the Independent Representative (IR) making the sale, and to other IR’s who are in the line of the IR, who directly or indirectly recruited the selling IR. The Company provides training materials organizes area training meetings and designates personnel at the home office specifically trained to answer questions and inquiries from IR’s. Startup costs for an IR are less than $500. The Company offers various communication avenues to its IR’s to keep such IR’s informed of any changes in the marketing of its memberships.
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Marketing is primarily focused on personal sales since it encourages individual or group face to face meetings with prospective members, and has the potential of attracting a large number of sales personnel within a short period of time. The Company’s marketing efforts towards individuals typically target the middle income family or individual and seek to educate potential members concerning the benefits of having ready access to legal and financial/accounting counsel for a variety of everyday problems. Memberships purchased by individuals or families are paid on a monthly basis. Independent Representatives (IR’s) are generally engaged as independent contractors. An IR may earn advance commissions and overrides on memberships sold to the levels of business developed by the contact or below him. IR’s may complete a specified training program prior to marketing the Company’s memberships. The Company derives revenues from its sales force, principally from a one time enrolment fee of $299 from each new IR for which the Company provides initial marketing supplies, enrolment services, and training to the IR. The Company will implement a new combination classroom and field training program, titled Fast Start Training Program (“Fast Start”), which is aimed at increasing the level of new membership sales per IR. Amounts collected from the IR are intended primarily to offset the Company’s costs incurred in training and providing materials to IR’s and are not intended to generate profits from such activities. LSP may in the future develop other forms of memberships and plans(paid monthly, yearly or otherwise) which it believes will have marketability. LSP intends to market and sell these smemberships and plans in any manner that it considers to be commercially viable(including print, television and radio advertising). 3. Status of any publicly announced new product or service; The company has not recently announced any new products or services. 4. Competitive business conditions, the issuer’s competitive position in the industry, and methods of competition; Please see paragraph 2 directly above which describes this in detail.
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5. Sources and availability of raw materials and the names of principal suppliers; The company’s suppliers of services, to Legal Services Plan Inc., are legal and accounting firms, across the country: Garfin Zeidenberg (ON) 6400 Yonge Street Centerpoint Mall Toronto, ON M2M 3X4 Merchant Law Group (AB &SK) Saskatchewan Drive 2401 Saskatchewan Drive Regina, SK SP 4H8 Rosenbaum (MB) 2211 McPhillips Street Suite 201 Winnipeg, MB R2V 3M5 Wilby,Pugh,Derrah, & Maillett (NB,NS,NF,PEI) Maritimes 4thFloor 57 Charleton Street Fredericton, NB E3B 3T2 Sternthal, Katznelson, Montigny (QC) Place de Canada 1010 De La Gauchetiere West Suite 1020 Montreal, QC H3B 2N2 GreenWay Legal (BC Mainland) Langley BC Graham Wells (NF & Pei) Harris & Partners (ON, BC, AB, MB) (NB, NS, PEI, NF) 630 Werthiem Court Richmondh Hill, ON L4B 1B9 Weisbord, Del Gaudio, Iancono (QC) 834 Boulevard Sainte-Croix Ville Saint-Laurent, QC H4L 3Y4
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6. Dependence on one or a few major customers; The services provided are available to the general public. There is no specific reliance on any specific customer. 7. Patents, trademarks, licenses, franchises, concessions, royalty agreements or labor contracts, including their duration; The Company currently does not own rights to any patents, trademarks, licenses, franchises, concessions, royal agreements or labor contracts.8. The need for any government approval of principal products or services. Discuss the status of any requested government approvals. The company has ensured that Legal Services Plan Inc. has registered and complied with the stringent requirements of all Provinces of Canada. Item 10: The nature and extent of the issuer’s facilities.PSN leases its corporate offices at the above stated address (1000 Finch Ave West) for approximately Five Thousand dollars ($5000) per month.
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Item 11: The name of the chief executive officer, members of the board of directors, as well as counsel, accountant and public relations consultant.A. Executive Officers: The following list sets forth the name, address and position of each executive officer and director of the Issuer as of the date hereof: Phillip Trudelle, President and Director Professional Services Network Corp. c/o 1000 Finch Ave West Suite 804 Toronto, Ontario Canada M3J 2V5 The sole director of the Company and its president is Phillip Trudelle, who resides in Whitby, Ontario. He is a sales and marketing professional with over 30 years experience. For the last 17 years he has been a self-employed sales and marketing consultant to some of North America’s largest network marketing companies. The following table sets forth the ownership for each class of equity securities of the Issuer owned beneficially and of record by all directors and officers of the Issuer. Name and Position Common Stock Owned Percentage Owned Phillip Trudelle President 600,000 2% B. Directors; The list is as set forth above. C. General Partners; This does not apply to the company. D. Promoters; This does not apply to the company. E. Control Persons; Hedi Steen is the only individual considered to be control persons of the company. F. Counsel; Arun Kwinta, Chaiton & Chaiton, Toronto Ontario
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G. Certified Public Accountant. Harris and Partners, Toronto Ontario *The company’s accountant is a certified PLC and CPA accountant. The firm works with the company on tax filings. H. Public Relations Consultant. This does not apply to the company. I. Any other advisor (s) that assisted, advised, prepared or provided information with respect to this disclosure documentation: None Please also identify whether any of the foregoing persons have, in the last five years, been the subject of: 1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses); None. 2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities; None. 3. A finding or judgment by a court of competent jurisdiction (in a civil action), the SEC, the CFTC, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; None. 4. The entry of an order by a self-regulatory organization that permanently or temporarily barred suspended or otherwise limited such person’s involvement in any type of business or securities activities. None. Attached herein as Exhibit “A” is a list of shareholders as of February 8, 2005 for PSNN that discloses all shareholders that currently hold more than 5% of the common stock of the company’s issued and outstanding shares.
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The shareholders that currently owns more than 5% of the common stock are: Please describe any affiliations or relationships between the former Officers and Directors of the company and the current Officers and Directors of the company. There has only been one Officer and Director of the Company since inception, is Phillip Trudelle. Item 12: The issuer’s most recent balance sheet and profit and loss and retained earnings statements.The most recent financial statements are separately attached on the Pinksheets website as Exhibit “B”. The company intends to post all reports on the Pinksheets website every quarter to disclose the financial condition of the company and any changes that have occurred since this statement. Item 13: Similar financial information for such part of the 2 preceding fiscal years as the issuer or its predecessor has been in existence.Attached as Exhibit C. Item 14: Whether any quotation is being submitted or published directly or indirectly on behalf of the issuer, or any director, officer or any person, directly or indirectly the beneficial owner of more than 10 percent of the outstanding units or shares of any equity security of the issuer, or at the request of any promoter for the issuer, and, if so, the name of such person, and the basis for any exemption under the federal securities laws for any sales of such securities on behalf of such person. To the best of Company’s knowledge, information and belief, quotations with respect to the Issuer’s common stock are not being submitted or published, directly or indirectly, on behalf of the Issuer or on behalf of a director, officer or beneficial owners of more than ten 10% percent of the common stock that is issued and outstanding. CERTIFICATION I, Phillip Trudelle, hereby certify that I have reviewed the Information and Disclosure statement, Exhibits, and all notes thereto and; I, having full authority to sign on behalf of the company hereby certify that the information is complete and presented fairly, in all material respects. Dated this 8thday of February, 2005: Certified by: /s/ Phillip Trudelle Phillip Trudelle, President
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Exhibit “A” Common stock shareholders that own more than 5% of the outstanding common stock of the companyShareholder’s NameSharesApprox. PercentageHedy Steen 13,980,000 46% Linda Bey 3,225,000 10%
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Exhibit “B” Current Fiscal Year Financial Statement Statements Please refer to financial statements on : www.pinksheets.comStock Symbol “psnn” Annual Reports Ending 31 Jul 04
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Exhibit “C” Previous Fiscal Year’s Financial Statements Please refer to financial statements on : www.pinksheets.comStock Symbol “psnn” Annual Reports Ending 31 Jul 03
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