The director of the above corporation, Gregory Michael Masterson, pursuant to the bylaws of the Corporation hereby submit his written consent in lieu of meeting, and agree unanimously to the following:


The Articles of Incorporation of the Corporation were filed in the office of the California Secretary of State on October 3, 2000. A certified copy of the Articles of Incorporation has been inserted in the Minute Book of the Corporation.

RESOLVED FURTHER: That Gregory M. Masterson, named as this corporation’s initial agent for service of process in the Articles of Incorporation, is hereby confirmed in such capacity.

RESOLVED FURTHER: That the corporate seal in the form, words, and figures impressed upon the last page of these minutes be, and it hereby is, adopted as the seal of the corporation.

RESOLVED FURTHER: That the form of stock certificates prepared by attorney Michael Spadaccini be, and it hereby is, approved and adopted, and the Secretary of the Corporation is directed to insert a specimen certificate in the Minute Book immediately following these minutes.

RESOLVED FURTHER: That 5140 Fulton Street, San Francisco, California, be, and the same hereby is, designated and fixed as the principal executive office for the transaction of the business of this corporation.

RESOLVED FURTHER: That the following persons were unanimously elected to the offices and at the annual salaries respectively set forth:


TITLE                                         NAME                                      SALARY

President/CEO:                                     Gregory M. Masterson                $0

CFO:                                                    Gregory M. Masterson                $0

Secretary:                                             Gregory M. Masterson                $0


RESOLVED FURTHER: That attorney Michael Spadaccini is hereby directed to prepare and file with the California Secretary of State the Information Statement as required by Section 1502 of the California General Corporation Law.

RESOLVED FURTHER: That the fiscal year of this corporation shall end on December 31 of each year.

RESOLVED FURTHER: That the officers of the corporation are authorized and directed to pay the expenses of its incorporation and organization, including effecting reimbursement to any persons who have advanced funds to the corporation for such purposes and payment of any amounts remaining owing to the corporation’s attorney and accountant for services in connection therewith.

RESOLVED FURTHER: That all contracts and transactions entered into on behalf of and for the benefit of this corporation, be and they hereby are accepted, adopted and ratified by this corporation; and

RESOLVED FURTHER: That this corporation save, defend, indemnify and hold harmless the persons who entered into said contracts and transactions on behalf and for the benefit of this corporation, from and against any liability or expense arising therefrom and thereunder.

RESOLVED FURTHER: That the officers of this corporation be, and they hereby are, authorized to sell and issue to the following persons the number of shares of capital stock of this corporation and for the consideration indicated opposite each name, for an aggregate of one million (1,000,000) shares, the consideration for which shares shall be twenty cents ($.20) per share, for an aggregate consideration of two hundred thousand dollars ($200,000.00). Such consideration shall be in exchange for tangible assets, and receipt is acknowledged:


NUMBER         $ PER               TYPE AND AMOUNT OF

NAME                                       OF SHARES     SHARE             CONSIDERATION

Gregory M. Masterson                 1,000,000           $.20               $200,000.00, in the form of tangible assets, specifically, the aggregate existing assets of the sole proprietorship known as Gregory M. Masterson construction, which includes, but is not limited to all tools, vehicles, good will, licenses, assets, bank accounts, cash, receivables.


RESOLVED FURTHER: That the corporation assume all existing liabilities of the sole proprietorship known as Gregory M. Masterson construction.


RESOLVED FURTHER: That such shares shall be sold without the publication of any advertising or general solicitation.

RESOLVED FURTHER: That said shares shall be sold and issued only upon Qualification therefor under the California Corporate Securities Law of 1968: the officers and directors of this corporation shall take such action as may be necessary or desirable to effect such Qualification, and the corporation’s shares shall be issued in accordance with the conditions thereof.

RESOLVED FURTHER: That such shares shall be issued within the exemption from qualification afforded by Section 25102(f) of the California Corporate Securities Law of 1968 and shall, in all respects, meet the requirements thereof:

RESOLVED FURTHER: That each of the proposed issuees shall execute an investment representation with respect to the purchase of the securities of the corporation, and set forth therein their respective preexisting personal or business relationship with one or more of the corporation’s directors or officers, or business or financial experience by reason of which they can reasonably by assumed to have the capacity to protect their own interests in connection with the transaction.

RESOLVED FURTHER: The officers and directors of this corporation shall cause to be prepared, executed and timely filed with the California Commissioner of Corporations, a Notice in the form prescribed pursuant to Section 25102(f), and shall take such other further action as may be necessary or desirable to effectuate the foregoing resolutions.

RESOLVED: That an election WILL NOT be made to secure Subchapter “S” status for the corporation, and that such elected be effectuated through all appropriate filings with the US Internal Revenue Service.







Gregory M. Masterson


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