-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HJgabhRUpqF0nF3BQCuRJJaOiY3tlXPxaH9OWoI6oHfqLx27NfvfsIeEIkzGUPp7 gpuVj+6bMUJIyJ4nsBMA1A== 0001144204-09-022225.txt : 20090424 0001144204-09-022225.hdr.sgml : 20090424 20090424150218 ACCESSION NUMBER: 0001144204-09-022225 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20090325 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090424 DATE AS OF CHANGE: 20090424 FILER: COMPANY DATA: COMPANY CONFORMED NAME: M LINE HOLDINGS INC CENTRAL INDEX KEY: 0001072248 STANDARD INDUSTRIAL CLASSIFICATION: METALWORKING MACHINERY & EQUIPMENT [3540] IRS NUMBER: 880375818 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53265 FILM NUMBER: 09769530 BUSINESS ADDRESS: STREET 1: 2672 DOW AVENUE CITY: TUSTIN STATE: CA ZIP: 92780 BUSINESS PHONE: 714 630-6253 MAIL ADDRESS: STREET 1: 2672 DOW AVENUE CITY: TUSTIN STATE: CA ZIP: 92780 FORMER COMPANY: FORMER CONFORMED NAME: GATEWAY INTERNATIONAL HOLDINGS INC DATE OF NAME CHANGE: 20020207 FORMER COMPANY: FORMER CONFORMED NAME: GOURMET GIFTS INC DATE OF NAME CHANGE: 19990503 8-K 1 v146742_8k.htm Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
  March 25, 2009
 
M LINE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

Nevada
(State or other
jurisdiction of incorporation)
 
000-53265 (Commission
File Number)
 
88-0375818
(I.R.S. Employer
Identification No.)
         
         
2672 Dow Avenue
Tustin, CA 92780
(Address of principal executive offices)  (zip code)
         
(714) 630-6253
(Registrant’s telephone number, including area code)
         
Gateway International Holdings, Inc.
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 

 

On March 25, 2009, we entered into an Assignment of Promissory Note and Consent Thereto (the “Assignment”) with Money Line Capital, Inc., a California corporation (“MLCI”), and our largest shareholder, under which MLCI agreed to assume our repayment obligations to Joseph Gledhill and Joyce Gledhill under that certain $650,000 principal amount Promissory Note dated December 8, 2008 (the “Gateway Note”) in exchange for the issuance of 3,250,000 shares of our common stock (the “Shares”).  Mr. Gledhill, one of our former directors, and Joyce Gledhill consented to the Assignment.  Pursuant to the Assignment, MLCI and the Gledhill’s entered into a new $650,000 principal amount secured promissory note, a security agreement and a pledge agreement.

In a separate transaction, we entered into a Demand Promissory Note dated March 25, 2009 (the “Note”), evidencing the terms under which MLCI will loan us up to $500,000 on an “as needed” basis for working capital purposes.  The Note accrues interest at a of 10%.per annum.  Under the terms of the Note, MLCI is not obligated to loan us any money, but the Note sets forth the terms in the event MLCI elects to loan us money for working capital purposes.

Item 3.02                      Unregistered Sales of Equity Securities.

As noted above, under the Assignment, we agreed to issue MLCI, an affiliate-shareholder and our largest single shareholder, 3,250,000 shares of our common stock, restricted in accordance with Rule 144, in exchange for assuming our repayment obligations to Joseph and Joyce Gledhill under the Gateway Note.  We expect to issue these shares in the near future.  This issuance is exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and MLCI is a sophisticated investor and familiar with our operations.

Item 5.02                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Directors and Officers

On December 8, 2008, three of our affiliate-shareholders, namely, Timothy D. Consalvi, our Chief Executive Officer and Director, Joseph Gledhill, an Executive Vice President, Director and 10% shareholder, and Lawrence A. Consalvi, a former officer and Director, and a 10% shareholder, entered into a Stock Purchase Agreement (the “Agreement”) with MLCI, under which MLCI agreed to purchase an aggregate of 11,850,000 shares of our common stock from these shareholders.  The transaction closed December 9, 2008.

Pursuant to the Agreement, Mr. Timothy D. Consalvi and Mr. Joseph Gledhill submitted their resignations from our Board of Directors, effective when accepted by our Board of Directors.  On March 25, 2009, our Board of Directors accepted Mr. Consalvi’s and Mr. Gledhill’s resignations.  We are not aware of any disagreements with Mr. Consalvi or Mr. Gledhill of the type required to be disclosed per Item 5.02(a) of this Form 8-K.

 
2

 
On March 31, 2009, Stephen Kasprisin, one of our directors, submitted his resignation from our Board of Directors and from his position as our interim Chief Financial Officer.    We are not aware of any disagreements with Mr. Kasprisin of the type required to be disclosed per Item 5.02(a) of this Form 8-K.

Appointment of Directors and Officers

On March 31, 2009, in response to Mr. Kasprisin’s resignation, we hired Jitu Banker as our Chief Financial Officer, and appointed Robert Sabahat to fill a vacancy on our Board of Directors.  Mr. Sabahat was appointed to serve until our next Annual Meeting of Shareholders and thereafter and until his successor is elected and qualified.

Jitu Banker has been one of our Directors since January 2009, and is currently the President and Chief Financial Officer of Money Line Capital, Inc., our largest shareholder.  Since 1990, Mr. Banker has also been the owner of Banker & Co., a company specializing in tax, accounting, Internal Revenue Service audits, and other related services.  From 2004 to 2006, Mr. Banker was one of our Directors and our Chief Financial Officer.  Mr. Banker has a Bachelor of Arts in Accounting with Economics and is a member of the Institute of Chartered Accountants in England and Wales, the Institute of Management Accountants in London, England, and the American Institute of Certified Public Accountants.

Mr. Sabahat is an owner and partner of Madison Harbor, a law firm located in Orange County, California.  Mr. Sabahat has held this position since September 1999.  In this position Mr. Sabahat has a practice focusing on real estate and commercial litigation involving contract and tort based claims, business transactions, commercial lease agreements, and unfair competition.  From June 1995 to September 1999, Mr. Sabahat was Corporate Counsel for Unicorp Paper Industries, Inc., where he was responsible for all legal matters for the multinational manufacturer of commercial printing papers.  Mr. Sabahat received his Juris Doctorate with honors from Western State University, College of Law in 1994.

Item 8.01                      Other Events

Results of 2009 Annual Shareholders Meeting

We held our 2009 Annual Meeting of Shareholders on March 25, 2009, in Tustin, California.  There were shareholders representing 14,941,334 votes present at the meeting, either in person or by proxy, which represented over 50% of the 27,611,956 total outstanding votes of the Company, so a quorum was present.  The following agenda items set forth in the Company’s 14C Information Statement on file with the SEC, which had been pre-approved by the holders of a majority of our common stock, went effective on March 25, 2009:

1.           The election of three (3) directors, namely George Colin, Stephen Kasprisin and Jitu Banker, to serve until the next Annual Meeting of Shareholders and thereafter until a successor is elected and qualified.  All three nominees were directors prior to the meeting.  This agenda item was pre-approved by a majority of our shareholders prior the meeting.  The shares voting in favor of this agenda item were as follows:

 
3

 
 
Director
 
Votes For
Votes Against
Votes Withheld
 
Abstentions
Broker Non-Votes
George Colin
14,371,334
-0-
-0-
-0-
-0-
Stephen Kasprisin
14,371,334
-0-
-0-
-0-
-0-
Jitu Banker
14,371,334
-0-
-0-
-0-
-0-

2.           An amendment to our Articles of Incorporation to change the name of the Company to M Line Holdings, Inc.  This agenda item was pre-approved by a majority of our shareholders prior the meeting.  The shares voting in favor of this agenda item were as follows:

 
Votes For
Votes Against
Votes Withheld
Abstentions
Broker Non-Votes
14,371,334
-0-
-0-
-0-
-0-

3.           The ratification of the appointment of Kabani & Company as independent auditors of the Company for the fiscal year ending June 30, 2009.  Kabani & Company were approved as our independent auditors in place of McKennon Wilson & Morgan LLP, who were removed by our Board of Directors on March 16, 2009, prior to the meeting.  The results of the voting were as follows:

 
Votes For
Votes Against
Votes Withheld
 
Abstentions
Broker Non-Votes
14,371,334
-0-
-0-
-0-
-0-

A more detailed description of each agenda item at the 2009 Annual Shareholders Meeting can be found in our Schedule 14C Information Statement dated and filed with the Securities and Exchange Commission on February 25, 2009.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
 
Description
     
3.1
 
Certificate of Amendment of Articles of Incorporation
     
10.1
 
Assignment of Promissory Note and Consent Thereto by and between M Line Holdings, Inc. and Money Line Capital, Inc. dated March 24, 2009
     
10.2
 
M Line Holdings, Inc. Demand Note for up to $500,000 dated March 25, 2009

 
4

 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
M Line Holdings, Inc.
a Nevada corporation
 
       
Dated:  April 20, 2009
  /s/ George Colin  
   
By:  George Colin
 
   
Its: Chief Executive Officer
 
       

EX-3.1 2 v146742_ex3-1.htm Unassociated Document
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
GATEWAY INTERNATIONAL HOLDINGS, INC.

(Pursuant to NRS 78.385 and 78.390 – after issuance of stock)

 
The undersigned being the President and Secretary of Gateway International Holdings, Inc., a Nevada Corporation, hereby certifies that pursuant to Unanimous Written Consent of the Board of Directors of said Corporation on February 10, 2009, and pursuant to Majority Written Consent of the Shareholders of said Corporation on February 10, 2009, it was voted that this Certificate of Amendment of Articles of Incorporation authorizing a change of the Corporation’s name, be filed.
 
 
The effective date of this Amendment shall be March 25, 2009.
 
The undersigned certifies that the FIRST Article of the Articles of Incorporation, originally filed on September 24, 1997, and as amended, is amended to read as follows:

“The name of the Corporation is M Line Holdings, Inc.”

The undersigned hereby certifies that he has on this 12th day of February, 2009 executed this Certificate amending the Articles of Incorporation heretofore filed with the Secretary of State of Nevada.
 
/s/ George Colin
  Stephen Kasprisin  
George Colin, Chief Executive Officer        Stephen Kasprisin, Secretary  
 
                                                                                           
 
 

 


CONSENT

The number of shares of the corporation outstanding and entitled to vote on this Certificate of Amendment to Articles of Incorporation is 27,611,956 shares of common stock; that the said Certificate of Amendment to Articles of Incorporation has been consented to and approved by a majority of the outstanding voting stock of the corporation entitled to vote thereon.

The effective date of this Certificate shall be March 25, 2009.

/s/ George Colin                                     
George Colin, Chief Executive Officer
Dated:  February 12, 2009
 

EX-10.1 3 v146742_ex10-1.htm Unassociated Document
ASSIGNMENT OF PROMISSORY NOTE
AND CONSENT THERETO

This Assignment of Promissory Note and Consent Thereto (this “Assignment”) is entered into effective as of March 24, 2009, by and among Gateway International Holdings, Inc., a Nevada corporation (“Assignor”) and Money Line Capital, Inc., a California corporation (the “Assignee”), and consented to by Joseph Gledhill and/or Joyce Gledhill, individuals, (“Noteholders”), in connection with the proposed assignment (the “Assignment”) by Assignor to Assignees of that certain Gateway International Holdings, Inc.. Promissory Note dated December 8, 2008 in the original principal amount of $650,000, a copy of which is attached hereto as Exhibit A (the “Note”).

RECITALS

WHEREAS, the Assignor executed the Note effective December 8, 2008 for the benefit of the Noteholders, in the principal amount of $650,000;

WHEREAS, the Assignor, the Assignee and the Noteholders all agree there is $650,000 due under the Note as of the date of this Assignment;

WHEREAS, the Assignor and the Assignee have requested to assign the Note to the Assignee in exchange for the Assignor issuing 3,250,000 shares of its common stock to the Assignee in consideration of assuming the Assignor’s obligations under the Note;

WHEREAS, the Noteholders are willing to consent to the assignment as set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, Assignor, Assignee and Noteholders hereby agree as follows:

1.           In consideration of the terms set forth above, Assignor hereby assigns to Assignee, its successors and assigns, and Noteholders consent to this assignment WITHOUT RECOURSE against the Assignor or to the financial ability of the Assignee to pay the Note, together with all of Assignor’s right, title and interest in the Note, and all of Assignor’s rights and remedies thereunder and under any guaranty or endorsement thereof, and to take, any and all actions Assignor might otherwise take.

2.           In exchange for this assignment, the Assignee agrees to accept 3,250,000 shares of common stock of the Assignor, to be issued to the Assignee in conjunction with this Assignment (the “Common Stock”).

3.           Assignor warrants that (i) the Note and any accompanying notes, guaranties, waivers and/or other instruments (collectively “Contracts”) are true, valid and genuine and represent existing valid and enforceable obligations in accordance with their terms; (ii) all signatures, names, addresses, amounts and other statements and facts contained therein are true and correct; (iii) the Contracts (including their form and substance and the computation of all charges) and the transactions underlying the obligations (including any sale and delivery) conform to all applicable laws, rules, regulations, ordinances and orders; (iv) the present unpaid balance shown on the Note as set forth in the Recitals is correct, the Contracts are not and will not at any time be subject to any defense, claim, counterclaim or set-off, and Assignor will comply with all its obligations under the Contracts; (v) the Common Stock is not subject to any liens, security interests, pledges, encumbrances, charges, restrictions, demands or claims in any other party whatsoever; and (vi) the undersigned is acting in the capacity indicated below, has full authority from the Assignor to act in such capacity, and to bind the Assignor to the terms of this Assignment.  In addition, Assignor shall indemnify and save Assignee harmless from any loss, damage or expense, including attorneys’ fees, incurred by Assignee as a result of Assignor’s breach of any of the terms of this assignment or any of the warranties, obligations or undertakings described herein.

 
Page 1 of 4

 
4.           Assignor agrees that Assignee may at any time, without consent of Assignor, without notice to Assignor and without affecting or impairing the obligations of Assignor hereunder, do any of the following: (a) renew, extend, modify, release or discharge any obligation of the Noteholders or any persons obligated under the Note, (“the Note Obligations”); and (b) settle, release (by operation of law or otherwise), compound, compromise, collect or liquidate any of the Note Obligations and the security therefor in any manner.

5.           Assignee agrees to the assignment and agrees to be bound by the terms of the Note, including any and all extensions or amendments as attached with Exhibit A.

6.           Assignee represents and warrants that the undersigned is acting in the capacity indicated below, has full authority from the Assignee to act in such capacity, and to bind the Assignee to the terms of this Assignment.

7.           Noteholders warrant and agree that: (i) Noteholders hereby consent to the Assignment by Assignor to Assignee of the Note; (ii) nothing in this Assignment shall be construed to modify, waive, release, or otherwise affect, as between Assignor and Noteholders (prior to the date of this Assignment) or Assignee and Noteholders (following the date of this Assignment), any of the provisions of the Note; (iii) in the event of any conflict between the Assignment and the Note, this Assignment shall prevail; (iv) following the date of this Assignment, Assignor shall not be liable for any of the obligations under the Note; (v) following the date of this Assignment, Noteholders shall remain fully liable for all of its obligations under the Contracts; (vi) this Assignment shall not be construed as a consent by Noteholders to any further assignment by Assignee; and (vii) to the best of Noteholders’ knowledge, the Contracts are in full force and effect, there are no uncured defaults on the part of any party to the Contracts, and there are no existing offsets or defenses which either party has against enforcement of the Contracts.

[remainder of page intentionally left blank]
 
 
Page 2 of 4

 
IN WITNESS WHEREOF, the undersigned parties have duly executed this Assignment as of the date first written above.

“Assignor”
 
“Assignee”
     
Gateway International Holdings, Inc.
 
Money Line Capital, Inc.
a Nevada corporation
 
a California corporation
     
     
/s/ George Colin
 
/s/ Jitu Banker
By:           George Colin
 
By:           Jitu Banker
Its:           Chief Executive Officer
 
Its:           President
     
     
     
“Noteholders”
   
     
Joseph Gledhill
   
an individual
   
     
     
/s/ Joseph Gledhill
   
 Joseph Gledhill
   
     
     
Joyce Gledhill
   
an individual
   
     
     
/s/ Joyce Gledhill
   
By:  Joyce Gledhill
   

 
Page 3 of 4

 
Exhibit A

Original Note


 
 
 
Page 4 of 4
EX-10.2 4 v146742_ex10-2.htm Unassociated Document
M LINE HOLDINGS, INC.
DEMAND PROMISSORY NOTE
 
Up to $500,000.00 
March 25, 2009
 
FOR VALUE RECEIVED, M Line Holdings, Inc., a Nevada corporation, its assigns and successors (the “Company”), hereby promises to pay to Money Line Capital, Inc., a California corporation, or its successors or assigns (the “Holder”), in immediately available funds, the total principal sum of up to Five Hundred Thousand Dollars ($500,000.00), in accordance with the terms of this Note.  The principal hereof and any unpaid accrued interest thereon shall be due and payable upon demand by Holder in accordance with Section 1, below (unless such payment date is accelerated as provided in Section 4 hereof).  Payment of all amounts due hereunder shall be made at the address of the Holder provided for in Section 5 hereof.  Interest shall accrue at the rate of ten percent (10%) per annum on the unpaid principal balance of this Note from the date funds have been advanced and shall continue to accrue until all unpaid principal and interest is paid in full.
 
1.           DEMAND LOAN.  At such times as the Company and Holder shall agree, and in amounts as the Company and Holder shall agree, Holder will loan the Company up to $500,000 for its operating expenses.  Each such loan by the Holder to the Company shall be referred to as a “Loan Advance.”  The date and amount of each Loan Advance, and the total of all Loan Advances, will be recorded and updated on Exhibit A, which is attached hereto and incorporated herein.  The parties acknowledge and agree that Holder has advanced funds to the Company prior to the date hereof, and that such advances shall be entered on Exhibit A.  Both the Company and the Holder must initial each Loan Advance for it to become an obligation of the Company, and any loans or other advances made by Holder to the Company which are not recorded in Exhibit A will not be considered a part of this Note.  Holder may demand repayment of all amounts loaned to the Company through the date of its repayment request, plus interest, at any time upon thirty (30) days written notice to the Company.  This Note does not obligate the Holder to loan any money to the Company, but is meant to govern the terms of any money the Holder does loan the Company.
 
2.           PREPAYMENT.  The Company may, at its option, at any time and from time to time, prepay all or any part of the principal balance of this Note, without penalty or premium, provided that concurrently with each such prepayment the Company shall pay accrued interest on the principal, if any, so prepaid to the date of such prepayment.
 
3.           TRANSFERABILITY.  This Note shall not be transferred, pledged, hypothecated, or assigned by the Company without the express written consent of the Holder. In the event any third party acquires a controlling interest in the Company or acquires substantially all of the assets of the Company (a “Reorganization Event”), this Note will survive and become an obligation of the party that acquires such controlling interest or assets.  In the event of a Reorganization Event the Company agrees to make the party that acquires such controlling interest or assets, aware of the terms of this Section and this Note.  This Note may be transferred, pledged, hypothecated, or assigned by the Holder in its sole discretion.
 
 
Page 1 of 5

 
4.           DEFAULT.  The occurrence of any one of the following events shall constitute an Event of Default:
 
(a)           The non-payment, when due, of any principal or interest pursuant to this Note;

(b)           The material breach of any representation or warranty in this Note.  In the event the Holder becomes aware of a breach of this Section 4(b), the Holder shall notify the Company in writing of such breach and the Company shall have five business days after notice to cure such breach;

(c)           The breach of any covenant or undertaking, not otherwise provided for in this Section 4;

(d)           The commencement by the Company of any voluntary proceeding under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, receivership, dissolution, or liquidation law or statute of any jurisdiction, whether now or hereafter in effect; or the adjudication of the Company as insolvent or bankrupt by a decree of a court of competent jurisdiction; or the petition or application by the Company for, acquiescence in, or consent by the Company to, the appointment of any receiver or trustee for the Company or for all or a substantial part of the property of the Company; or the assignment by the Company for the benefit of creditors; or the written admission of the Company of its inability to pay its debts as they mature; or
 
(e)           The commencement against the Company of any proceeding relating to the Company under any bankruptcy, reorganization, arrangement, insolvency, adjustment of debt, receivership, dissolution or liquidation law or statute of any jurisdiction, whether now or hereafter in effect, provided, however, that the commencement of such a proceeding shall not constitute an Event of Default unless the Company consents to the same or admits in writing the material allegations of same, or said proceeding shall remain undismissed for 20 days; or the issuance of any order, judgment or decree for the appointment of a receiver or trustee for the Company or for all or a substantial part of the property of the Company, which order, judgment or decree remains undismissed for 20 days; or a warrant of attachment, execution, or similar process shall be issued against any substantial part of the property of the Company.

Upon the occurrence of any Default or Event of Default, the Holder, may, by written notice to the Company, declare all or any portion of the unpaid principal amount due to Holder, together with all accrued interest thereon, immediately due and payable (the thirty (30) day notice period in Section 1, above, will not be applicable in the case of an Event of Default), in which event it shall immediately be and become due and payable; provided that upon the occurrence of an Event of Default as set forth in paragraph (d) or paragraph (e) hereof, all or any portion of the unpaid principal amount due to Holder, together with all accrued interest thereon, shall immediately become due and payable without any such notice.

 
Page 2 of 5

 
5.           NOTICES.  All notices required or permitted hereunder shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, or (c) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt.  All communications shall be sent as follows:
 
Notices to the Company shall be sent to:                        M Line Holdings, Inc.
2672 Dow Avenue
Tustin, CA  92780
Attn. Chief Executive Officer
Facsimile No.:  (714) 619-2339

Notices to the Holder shall be sent to:                             Money Line Capital, Inc.
______________________
___________________
Attn. ____________________
Facsimile No.: ______________
 
6.           REPRESENTATIONS AND WARRANTIES.  The Company hereby makes the following representations and warranties to the Holder:
 
(a)           Organization, Good Standing and Power.  The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada and has the requisite corporate power to own, lease and operate its properties and assets and to conduct its business as it is now being conducted.
 
(b)           Authorization; Enforcement.  The Company has the requisite corporate power and authority to enter into and perform this Note and to issue and sell this Note.  The execution, delivery and performance of this Note by the Company, and the consummation by it of the Transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action.  This Note, when executed and delivered, will constitute a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or similar laws relating to, or affecting generally the enforcement of, creditor’s rights and remedies or by other equitable principles of general application.
 
(c)           Disclosure.  Neither this Note nor any other document, certificate or instrument furnished to the Holder by or on behalf of the Company in connection with the transactions contemplated by this Note contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made herein or therein, in the light of the circumstances under which they were made herein or therein, not misleading.
 
 
Page 3 of 5

 
7.           GOVERNING LAW; VENUE.  The terms of this Note shall be construed in accordance with the laws of the State of California, as applied to contracts entered into by California residents within the State of California, and to be performed entirely within the State of California.  The parties agree that any action brought to enforce the terms of this Note will be brought in the appropriate federal or state court having jurisdiction over Orange County, California.
 
8.           ATTORNEY’S FEES.  In the event the Holder hereof shall refer this Note to an attorney to enforce the terms hereof, the Company agrees to pay all the costs and expenses incurred in attempting or effecting the enforcement of the Holder’s rights, including reasonable attorney’s fees, whether or not suit is instituted.
 
9.           CONFORMITY WITH LAW.  It is the intention of the Company and of the Holder to conform strictly to applicable usury and similar laws.  Accordingly, notwithstanding anything to the contrary in this Note, it is agreed that the aggregate of all charges which constitute interest under applicable usury and similar laws that are contracted for, chargeable or receivable under or in respect of this Note, shall under no circumstances exceed the maximum amount of interest permitted by such laws, and any excess, whether occasioned by acceleration or maturity of this Note or otherwise, shall be canceled automatically, and if theretofore paid, shall be either refunded to the Company or credited on the principal amount of this Note.
 
10.           MODIFICATION; WAIVER.  No modification or waiver of any provision of this Note or consent to departure therefrom shall be effective unless in writing and approved by the Company and the Holder.

IN WITNESS WHEREOF, the below parties signed and sealed this Note as of date written above.

“Company”
 
“Holder”
     
M Line Holdings, Inc.,
 
Money Line Capital, Inc.,
a Nevada corporation
 
a California corporation
     
     
/s/ George Colin
 
/s/ Jitu Banker
By:           George Colin
 
By:           Jitu Banker
Its:           Chief Executive Officer
 
Its:           President
     

 
Page 4 of 5

 
Exhibit A

M Line Holdings, Inc.
Money Line Capital, Inc.

Schedule of Loan Advances (Additional Sheets may be Attached if Necessary)

Date of Loan Advance
Amount of Loan Advance
Total of all Loan Advances Owed by Company (Excluding Interest)
 
Initials of Authorized Company Representative
 
Initials of Authorized Holder Representative
 
 
 
 
       
 
 
 
 
       
 
 
 
 
       
 
 
 
 
       
 
 
 
 
       
 
 
 
 
       
 
 
 
 
       
 
 
 
 
       
 
Total:
       


Page 5 of 5
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