Section 15

Wyoming Corporations

· Maximum anonymity: You are permitted to use nominee shareholders. These person(s) hold the stock in their name(s) on your behalf. Carson Registered Agents, Inc. can provide corporate nominees as shareholders of a profit corporation or as members of an LLC.

· Bearer shares are permitted. In other words, they are not registered in anyone's name, but to "Bearer," and the holder of the certificate(s) is the owner. This provides further anonymity and easy transfer. Registered shareholders are not disclosed to the state.

· Bearer scripts permit capitalization by stockholders in increments less than the fixed par value. These bearer instruments offer the same anonymity as bearer shares.

· Unlimited authorized shares saves you money. No need to increase the authorized number of shares later and lower fees to pay at time of original filing. No monetary penalty ever!

· Only one director and officer is required and may singularly hold all positions. This does not have to be you, but can be anyone within or outside the corporation. Even a designated non-board member can legally run the corporation. Directors are indemnified and held harmless from lawsuits against the corporation.

· No annual filings of officers.

· Low $25.00 minimum annual filing fee to maintain corporation with corporate assets located within the State of Wyoming and valued under $50,000.00. If assets exceed this amount, refer to CRA of America, Inc.

· No minimum capitalization. Cash, services, property and other assets can be used to capitalize the new corporation. The value of the stock is determined by the directors in exchange for capitalization.

· Board of director meetings are not required to be held within Wyoming, and they may be conducted from virtually anywhere. Directors may hold telephonic conference call meetings when unavailable to meet in person.

· Corporations can be redomiciled to Wyoming or from Wyoming to another state and still keep the original date of incorporation.

· Annual report is not filed until the corporation's anniversary.

· Stock certificates are not required.

· No board of directors meetings required or corporate minutes while still maintaining the corporate veil.

· Wyoming pioneered the limited liability company in the U.S.

· Wyoming is also a unique tax haven for U.S. citizens and non-U.S. citizens.

· Many attractive benefits for creative management.

TAX ADVANTAGES

- No state corporate income taxes
- No state personal income taxes
- No state franchise taxes
- No state gross receipt taxes
- No state inventory taxes
- Low state property taxes
- Low state annual filing fees
- 3% state retail tax
- Low state inheritance tax

ADVANTAGES OF A WYOMING LIMITED LIABILITY COMPANY (LLC)

The Wyoming Limited Liability Company is a relatively new type of entity. Member(s), the principal(s) of the entity, and the manager(s), the person(s) responsible for operations, can be indemnified from personal liability as is the case with corporations.

The LLC is also taxed like a partnership whereby taxes are passed through to members, avoiding what is commonly referred to as "double taxation." Small businesses are candidates for considering this type of entity.

Lower your taxes and gain maximum privacy with the one-of-a-kind Wyoming LLC. Ideal for foreign trade, investing in the U.S. and immigration purposes.

NON-U.S. CITIZENS ARE ATTRACTED TO WYOMING AS AN OFFSHORE HAVEN IN THE U.S.

In particular, Wyoming has attracted non-U.S. citizens who favor the state for its favorable corporate laws, flexible management and no federal income tax under certain circumstances when owned by non-U.S. citizens.

There are four (4) requirements which must be satisfied:

1. Members must not be U.S. citizens or residents of the United States. Members may also be foreign or offshore corporations.

2. The LLC cannot do business or engage in a trade in the United States.

3. The LLC does not have an office or fixed place of business in the United States.

4. The LLC does not earn income in the U.S.

Note: A Wyoming LLC may have a U.S. mail receiving and forwarding service and still qualify.

Foreigners will appreciate the benefits of a Wyoming LLC which will provide credibility in international business by its U.S. presence.

OWNERSHIP/MANAGEMENT

The best method for owning and managing the LLC is to use an offshore corporation(s) chartered in a leading offshore financial center with no taxes such as the Bahamas.

CRA of America, Inc. incorporates Bahamian International Business Companies (IBC) for U.S. $1,495.00. This cost includes government filing fees; certified copies of Articles of Organization and Articles of Memorandum; first year annual registered office and registered agent service; seal, share certificates and initial minutes. Management services are optional and additional nominee directors cost an additional $500.00 per year. They do afford the beneficial owner maximum privacy, flexibility and presence in the venue.

Corporations, including offshore corporations, may act as members and/or managers of a Wyoming LLC providing maximum privacy for the beneficial owners and further protection.

The LLC may be incorporated in approximately one week. Faster service is available by the state. The expedite fee is an additional $100.00.

The minimum filing fee is $100.00 which includes up to a $50,000.00 contribution to the corporation. Higher contributions require increased filing fees. But there is no minimum contribution amount. Contact CRA of America, Inc. for the current fee schedule.

The annual fees are modest. The state requires $100.00 annual and the Wyoming registered agent fee is $110.00.

The documents of the LLC include the Articles of Organization (like Articles of Incorporation in a corporation) and the Operating Agreement (like Bylaws in a corporation) which governs its operations and relationship between members. Once you have incorporated, you will receive a certified copy of the Articles of Organization, and if you purchase the Limited Liability Company outfit, it contains an Operating Agreement and other important information, including 20 certificates of units of membership interest, seal, and more. Refer to Section 19.

Whether a U.S. citizen or a non-U.S. citizen, Wyoming is a superior state for establishing your LLC and gaining the unique benefits of the liberal Wyoming corporation law.