-----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, HeW99dQdHAsz1F3LXinw3JyaJLtnTzvOS6UlWFrcjhPwJ0AFn7rEhEJUhH38Ohf/ /kWj0oun3RHtSqv7tCbMUQ== 0000939798-08-000017.txt : 20080513 0000939798-08-000017.hdr.sgml : 20080513 20080513163300 ACCESSION NUMBER: 0000939798-08-000017 CONFORMED SUBMISSION TYPE: S-1 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20080513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Thermal Tennis Inc. CENTRAL INDEX KEY: 0001417028 IRS NUMBER: 880367706 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150883 FILM NUMBER: 08827972 BUSINESS ADDRESS: STREET 1: 4950 GOLDEN SPRINGS DRIVE CITY: RENO STATE: NV ZIP: 89509 BUSINESS PHONE: 775-560-6659 MAIL ADDRESS: STREET 1: 4950 GOLDEN SPRINGS DRIVE CITY: RENO STATE: NV ZIP: 89509 S-1 1 termaltennissbtwo.htm THERMAL TENNIS S-1 termaltennissbtwo.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
 
 
THERMAL TENNIS INC.
(Name of small business issuer in its charter)
 
Nevada
(State or other jurisdiction of
incorporation or organization)
7997
(Primary Standard Industrial
Classification Code Number)
88-0367706
(I.R.S. Employer
Identification Number)
 
4950 Golden Springs Drive
Reno, Nevada  89509
(775) 560-6659
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
 
Robert R. Deller
4950 Golden Springs Drive
Reno, Nevada  89509
(775) 560-6659
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copies of Communications to:
Gary R. Henrie, Esq.
8275 S. Eastern Ave., Suite 200
Las Vegas, Nevada  89123
Tel: (702) 616-3093 Fax: (801) 796-0842
 
 
Approximate date of commencement of proposed sale to public:
From time to time after the effective date of this registration statement.
 
 
        If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.    ý
 
        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o
 
        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o
 
        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o
 
        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o
 
CALCULATION OF REGISTRATION FEE
 
 
Title of Each Class of
Securities To Be Registered
Dollar
Amount to
be Registered
Proposed Maximum
Offering Price
Per Share
Proposed Maximum
Aggregate
Offering Price
Amount of
Registration Fee
 
Common stock, par value $.001
$150,000
$0.25
$150,000
$4.61
 
 
 
        The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
 
 
The information in this prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and the selling stockholders are not soliciting offers to buy these securities in any state where such offers are not permitted.
 
Subject to completion,
 
May ___, 2008
 
PROSPECTUS
 
600,000 Shares
 
THERMAL TENNIS INC.
 
Common Stock
 
        Thermal Tennis Inc., a Nevada corporation (“Thermal Tennis”), is offering to sell 600,000 shares of its common stock on a self-underwritten basis at an offering price of $0.25 per share.  There is no minimum number of shares that must be sold in this offering.  This is the initial public offering of shares of its common stock.  This offering will close whenever all of the shares are sold or twenty months after the effective date of this prospectus, whichever is sooner.
 
        Our common stock is currently not traded on any market or securities exchange.
 
        Investing in our common stock involves risks, which are described in the "Risk Factors" section beginning on page _ of this prospectus.
 
        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
The date of this prospectus is ____________________ , 2008.
 
- 1 -
 
You should rely only on the information contained in this prospectus. We have not authorized any person to provide you with any information or represent anything not contained in this prospectus, and, if given or made, any such other information or representation should not be relied upon as having been authorized by us. The selling stockholders are not offering to sell, or seeking offers to buy, our common stock in any jurisdiction where the offer or sale is not permitted. You should not assume that the information provided this prospectus is accurate as of any date other than the date on the front cover of this prospectus.
 
 
TABLE OF CONTENTS
 
 
        
 
 
Page
Summary
  4
Risk Factors
 5
Use of Proceeds
 6
Determination of Offering Price
 6
Dilution
  7
Disclosure of Commission Position of Indemnification for Securities Act Liabilities  8
Market for our Common Stock and Related Stockholder Matters  8
Business  10
Directors, Executive Officers, Promoters and Control Persons
  18
Executive Compensation
  18
Security Ownership of Certain Beneficial Owners and Management
  19
 Plan of Distribution  19
Description of Stock
  20
 Legal Matters  20
Experts
  20
Where you can find more Information 
  20
Financial Statements
  21
 

 
- 2 -
 
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 
 
        In addition to historical information, this prospectus contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The words "forecast," "estimate," "project," "intend," "expect," "should," "believe" and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, including those discussed in "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, the following:
 
·  
Our ability to achieve our business strategy;
 
·  
Our ability to attract, retain and motivate qualified employees and management;
 
·  
The impact of federal, state or local government regulations;
 
·  
Competition in the tennis club management and equipment industry;
 
·  
Availability and cost of additional capital;
 
·  
Other risks described from time to time in our periodic reports filed with the Securities and Exchange Commission.
 
        This list of factors that may affect future performance and the accuracy of forward looking statements is illustrative but not exhaustive. Accordingly, all forward looking statements should be evaluated with an understanding of their inherent uncertainty.
 
        Except as required by law, we assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
 
- 3 -
 
SUMMARY
 
Our Business
 
We are a tennis management company designed to manage and promote tennis training and tennis recreational facilities.  We typically work under contract for established tennis facilities.  Having met with some success a couple of years ago, we are now in the process of revamping our management and marketing procedures and need the proceeds from this offering to fund our efforts.
 
We were incorporated in the state of Nevada on August 25, 1999.  Our principal executive offices are located at 4950 Golden Springs Drive, Reno, Nevada  89509.  Our telephone number is 775-560-6659.
 
The Offering
 
Securities Offered
600,000 shares of Thermal Tennis common stock at $0.25 per share.
No Minimum Offering
Stock purchase proceeds will not be placed into escrow and there is no minimum amount of capital that must be raised in the offering.  All investment proceeds will be deposited into the operating account of Thermal Tennis upon receipt and used in the business affairs of Thermal Tennis.
Minimum Investment
Purchasers in the offering will be required to purchase a minimum of 2000 shares.
Use of Proceeds
Net proceeds from this offering will be used to market our services and provide our business with working capital.
Best Efforts Offering
The offering is being sold by our president on a best efforts basis.
Expiration of Offering
This offering will close whenever all of the shares are sold, or 90 days after the effective date of this prospectus, whichever is sooner.  The directors have the discretion to extend the offering period for an additional 90 days if necessary.
 
Summary Financial Information
 
Balance Sheet Data:
  
December 31, 2007
  
Cash
   $ 6,263  
Total Assets
   $ 19,863  
Liabilities
   $ 36,505  
Total Stockholders’ Equity
   $ (16,642 )
Income Statement Data:
        
Net Revenues for the year ended December 31, 2007
   $ 0  
Net Revenues for the year ended December 31, 2006
   $ 2,076  
 
- 4 -
 
RISK FACTORS
 
 
You should carefully consider the following risk factors, in addition to the other information in this prospectus, before deciding to invest in our common stock.
 
 
Since beginning operations, we have sustained substantial operating losses.  Even though we have generated revenues in the past, during the past two years our revenues have been negligible.  Accordingly, we have no  revenues from operations to pay our operating expenses.  In addition, we expect to accelerate our losses in the near future as we increase our expenses by developing and rolling out our new management concepts in order to generate sales.
 
If we do not obtain additional funding as needed, we may be unable to fund our business operations and to adequately pursue our business plan.
 
Our business plan requires significant ongoing expenditures for the marketing of our products and services.  It is possible that we will need additional outside funding sources in the future to continue the development and the promotion of our business.  If we are not successful in obtaining additional funding for operations if and when needed, we may have to discontinue some or all of our business activities and our stockholders might lose all of their investment.
 
If we fail to convince the market place that we have superior products and services, we will not be commercially successful.
 
Even if we are successful in offering services superior to those of our competitors, it will be necessary for us to educate and convince the market place of that superiority.  If we are unable to do so, we will not be able to achieve the market penetration necessary to become commercially successful and our investors may lose their investments.
 
If we cannot retain or hire qualified personnel, our programs could be delayed.
 
We are dependent on our president who is prominent in the tennis industry.  The loss of his services could disrupt our business activities.  We believe that our future success will depend in large part upon our ability to attract and retain highly skilled tennis professionals.  We face intense competition for these kinds of personnel from other companies and organizations.  We might not be successful in hiring or retaining the personnel needed for success.
 
Investors will be unable to sell their securities if no market develops for those securities.

No market exists at the present time for our common shares.  Investors in the offering will purchase securities that cannot be resold by those investors since no market exists.  Even though we intend to create a public market for our common shares, there can be no assurance when the market will develop or if the market will ever develop.  If we are not successful in developing a market for our common shares, investors will not be able to sell their securities.

In an economic downturn, persons may not use their discretionary income to play tennis.

Playing tennis on a recreational basis is typically considered a luxury rather than a necessity.  In an economic downturn, many persons that would otherwise pursue the recreational playing of tennis may of necessity use their limited resources for other purposes making it difficult for us to grow tennis facility memberships for our clients.  In this event, it will be more difficult for our clients to prosper and accordingly more difficult for us to achieve financial viability as a business.  Under this set of circumstances, it will be less likely our stockholders will receive a return on their investments.

 
- 5 -
 
The net proceeds we will receive from the sale of the shares of common stock offered by us will be approximately $125,000, if the maximum numbers of shares are sold, after deducting offering expenses.  The principal purpose of this offering is to increase our working capital in order for us to proceed with the execution of our business plan.  As of the date of this prospectus, we have not made any specific expenditure plans with respect to the proceeds of this offering. Accordingly, our management will have significant flexibility in applying the net proceeds of the offering.

The actual expenditures of the proceeds of this offering will be determined by our board of directors in the best interests of advancing our business.  The actual expenditures will also vary from the estimated use of proceeds if less than all of the shares offered are sold.

We expect to use the net proceeds from this offering as follows:

   
Assuming all
shares are sold
    
Assuming 50%
of the shares
are sold
    
Assuming 25%
of the shares
are sold
    
Assuming 10%
of the shares
are sold
  
Gross Proceeds
   $ 150,000     $ 75,000     $ 37,500     $ 15,000  
Offering Expenses
     27,500       27,500       27,500       15,000  
Net Proceeds
     122,500       47,500       10,000       0  
Purchase of Inventory
     10,000       10,000       0       0  
Marketing Expense
     40,000       20,000       10,000       0  
Working Capital
     72,500       17,500       0       0  
Total
   $ 150,000     $ 75,000     $ 37,500     $ 15,000  


Inventory purchases are anticipated to include the purchase of two Ace Attack ball machines.  Marketing expenses will primarily include the travel expense of Mr. Deller so he can travel to potential clients and promote our business operations.  Working capital will be used to support our business operations including salaries, rent, utilities and supplies.  If we expand our operations at the rate we hope to, working capital will be necessary to pay the expenses of a new employee or employees.

DETERMINATION OF OFFERING PRICE

The $0.25 per share offering price of our common stock was arbitrarily determined based on our current perceived financing needs.  There is no relationship whatsoever between this price and our assets, book value or any other objective criteria of value.

- 6 -
DILUTION

The following table illustrates the percentages of investment capital paid by current shareholders of Thermal Tennis compared to investment capital to be paid by investors in the Thermal Tennis offering and the percentages held by each in Thermal Tennis following the offering.  It also compares the shares held by each after giving effect to the offering.

Percent of Offering Sold
100%
50%
25%
10%
Capital paid by current shareholders and its
percentage of total capital paid after giving effect to this offering
$1,500
1.0%
$1,500
2.0%
$1,500
3.8%
$1,500
10.0
Capital paid by offering purchasers and its  percentage of total capital paid after giving  effect to this offering
$150,000
99.0%
$75,000
98.0%
$37,500
96.2%
$15,000
90.0%
Shares held by current shareholders and the  percentage of total shares held by them after  giving effect to the offering
1,500,000
71.4%
1,500,000
83.3%
1,500,000
90.9%
1,500,000
96.2%
Shares held by offering purchasers and the  percentage of total shares held by them after giving effect to the offering
600,000
28.6%
300,000
16.7%
150,000
9.1%
60,000
3.8%


An investment in this offering will undergo immediate dilution when compared with the net tangible assets of Thermal Tennis.  The following table illustrates the per share dilution in net tangible book value to new investors if 100% of the 600,000 shares offered by Thermal Tennis are sold, if 50% of the 600,000 shares are sold, if 25% of the 600,000 shares are sold and if 10% of the 600,000 shares are sold.  Calculations are based on 1,500,000 capital shares outstanding at April 28, 2008, and at the different levels of the offering sold as indicated after the deduction of offering expenses.

Percent of Offering Sold
100 %
50%
25%
10%
Public offering price per share
$0.25
$0.25
$0.25
$0.25
Net tangible book value per share as of December 31, 2007
($0.01)
($0.01)
($0.01)
($0.01)
Increase per share attributed to investors in this offering
$0.06
$0.03
$0.01
$0.00
Net tangible book value per share as of December 31, 2007, after this offering
$0.05
$0.02
$0.00
($0.01)
Net tangible book value dilution per share to new investors
$0.20
$0.23
$0.25
$0.25
Net tangible book value dilution per share to new investors
expressed as a percentage
80%
92%
100%
100%


- 7 -
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES

Our directors and officers are indemnified as provided by the Nevada Revised Statutes and our Bylaws.  We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction.  We will then be governed by the court's decision.
 
MARKET FOR OUR COMMON STOCK AND
RELATED STOCKHOLDER MATTERS
 

There  is  no  public  market  for  our  common  stock.

OPTION,  WARRANTS  AND  REGISTRATION  RIGHTS

We  have  no  outstanding  options  or  warrants  to  purchase,  or  securities convertible  into,  common  equity  of  Thermal Tennis.  There  are no shares Thermal Tennis has  agreed  to register under the Securities Act for sale by
security  holders.


- 8 -
PENNY  STOCK  RULES

The Securities Exchange Commission has also adopted rules that regulate broker-dealer  practices  in connection with transactions in penny stocks.  Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which:

·  
contains a description of the nature and level of risk in the market for penny stocks in both public offerings  and  secondary trading;
·  
contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws;
·  
contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and  significance of the spread between the "bid" and "ask" price;
·  
contains a toll-free telephone number for inquiries on disciplinary actions;
·  
defines significant  terms in the disclosure document or in the conduct of trading in penny stocks; and
·  
contains such other information and is in such form (including language, type, size and format), as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer:
·  
with bid and offer quotations for the penny stock;
·  
the compensation of the broker-dealer and its salesperson in the transaction;
·  
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and
·  
monthly account statements showing the market value of each penny stock held  in  the  customer's  account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.  These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules and because many broker-dealers refuse to enter into penny stock transactions rather than comply with the rules.  Therefore, stockholders may have difficulty selling those securities.

HOLDERS OF OUR COMMON STOCK

As of the date of this registration statement, we have one shareholder.

DIVIDENDS

There are no restrictions in our Articles of Incorporation or bylaws that restrict us from declaring dividends.   The Nevada Revised Statutes, however, do prohibit  us  from declaring dividends where, after giving effect to the distribution of the dividend:

1.     We would not be able to pay our debts as they become due in the usual course of business;  or

2.     Our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends.  We do not plan to declare any dividends in the foreseeable future.
 
- 9 -
BUSINESS
 
I. EXECUTIVE SUMMARY

Thermal Tennis, Inc. (Thermal or the Company) is a multifaceted tennis management company designed to create more tennis volume, better programming, higher quality instruction and a more professional business model to under utilized and seasonal tennis facilities, as well as developing, marketing, and selling tennis related products.

Thermal has had revenues from managing a very active private nine court tennis facility, a world wide, non-exclusive agreement to sell tennis ball machines, a seasonal eleven-court facility, and a direction for growth into the West Coast markets.

2004 revenues were $ 165,239 , up 5.6% from 2003  ($156,459) from the Caughlin Club in Reno, Nevada.  A change in ownership ended that contract in January 2006.   Thermal Tennis has not had materials revenues since that time.  Accordingly, revenues for 2006 totaled $2,076 and revenues for 2007 totaled $0.   Approximately 80 percent of historical revenue figures were instructional and 20 percent retail. 2004 was also the introduction of the Ace Attack ball machine, manufactured in Reno, Nevada. The company has a non-exclusive worldwide agreement to market the ball machine. Thermal has spent considerable time and effort introducing the Ace Attack to the market place in '04.  With proper funds for marketing and advertising, we believe significant revenues can be expected in the regional, national, and global arenas.

Growth:

Currently, Thermal is in negotiations to run tennis facilities at several sites in Northern Nevada and Lake Tahoe. The company has strong ties to the University of Nevada's tennis program and plans to employ University tennis team athletes for summer programs. Employees will be trained by Thermal president, Bob Deller, in a standardized, proven system. Several models exist in the tennis industry including Nike Tennis Camps and Peter Burwash International (PBI). Thermal is also attempting to develop a Northern Nevada Training Academy at a local facility, much like the Bolletierri Academy (recently purchased by IMG) in Bradenton, Florida.

While many of Thermal's initial efforts will be focused in Nevada, the goal is to create a model and seek out underserved market places throughout the West to duplicate this successful concept.

Thermal has had many positive discussions with private facilities, city, parks and recreation officials and high schools to manage tennis complexes both seasonally and year round. With its retail contacts and client base, Thermal is also considering up sizing its retail operation into a regional presence and joint venturing with one of the tennis industries largest Internet tennis suppliers.

Conclusion:

Thermal believes the market place of Northern Nevada and many other targeted areas of the U. S.  to be underserved and hungry for quality summer programs and intensive training.  With added revenues in retail sales and Ball Machine sales, and consulting, Thermal can sustain a thriving, year around, profitable business.

- 10 -
A. Objectives

1. Obtain long-term leases from City and/or County for underused facilities

2. Obtain program startup assistance from USTA

3. Institute programs for entry-level players, junior and adult

4. Work with owners of private facilities to market programs

5. Become the training/playing center of choice for all level of players in each community

6. Host competitive and social events year round

7. Host first class regional tournaments for various levels of play

8. Become a recognized USTA Training Facility for juniors and adults

9. Long term marketing approach to training aids such as the Ace Attack

B. Mission

Our mission is to meet the underserved tennis needs of a community in conjunction with guidelines established by the USTA. We will provide tennis programs that are comprehensive and affordable that can be adaptable to any tennis community in the USA.  Expand sales of the Ace Attack  and search for other technology to improve bottom line sales.

C. Keys to Success

1. Thermal provides a proven management, programming, staffing, and revenue streams.

 
2. Thermal provides a qualified knowledgeable staff that is responsive to the tennis needs of the community.

3. Access to existing facilities.

4. Thermal works with the facility owner and available organizations (USTA, TIA,    USPTA, and NTA) for tennis community marketing and exposure.

5.  Market products and new tennis technology such as the Ace Attack

- 11 -

II. COMPANY SUMMARY

Thermal Tennis, Inc. is committed to the growth of tennis. Thermal believes that tennis is a lifetime sport and that one's life is enhanced by participation in the game.  Many facilities, both public and private are underutilized, poorly managed, and not marketed to the tennis community.  Thermal Tennis Inc. believes there is a very good opportunity to generate and greatly improve revenues, and create hassle free tennis management for property owners at their existing facility.  Tennis has seen excellent growth as numbers established by the USTA and TIA.

Our president, Mr. Deller, started playing tennis at age 13 and became a high school and collegiate champion. He then played professional tennis on various national and worldwide circuits from 1979 until 1984. Mr. Deller has remained involved in tennis on various levels including teaching, coaching, recruiting, playing, consulting, tennis court construction, corporate advisory staff, association startup and many others.

The Company has limited history due to a lapse in revenue from 2001 to 2003 and from 2006 to the present.  The Company has been resurrected with full time management and emphasis on new growth. Mr. Deller, the sole owner of the Company, has over 30 years experience in the tennis community and is a respected member of the national tennis community as a player and a program developer.

The Company will bid on seasonal facilities beginning each summer and produce over $45,000 of gross revenues on each contract.

Mr. Deller is still developing his tennis training management system concept that he will try to sell to clubs located in the eight western states.

III. SERVICES

Thermal will provide the following services to increase the number of tennis players in a community and to increase the level of play in a community for both juniors and adults:

Ø  
Introductory classes
Ø  
League play
Ø  
Tournaments
Ø  
Socials
Ø  
Training seminars
Ø  
Private lessons
Ø  
Clinics
Ø  
Junior development for the serious tournament player
Ø  
Junior development for the not so serious player
Ø  
Class tournaments
Ø  
Open tournaments
Ø  
High school tennis training School tournaments
Ø  
NTRP round robins
Ø  
Regularly scheduled NTRP play Tournament training for adults
Ø  
Conditioning programs
Ø  
Summer day camps
Ø  
Retail Sales

A. More Than Tennis Services

Thermal will make tennis facilities a place where players will want to frequent. Thermal will offer limited retail that will carry the necessary items (socks, wristbands, balls, demo rackets, Gatorade et al), provide racket-stringing services, arrange for organized play/activities, and provide instruction for all levels and ages of players.

- 12 -
IV. MARKET ANALYSIS SUMMARY

The market for Thermal is any tennis facility that is an underused and has potential to be a high volume revenue generator. These facilities will have a minimum of 6 courts with a local demographic that can support the facility.

A. Industry Analysis

The U.S. fitness industry

The U.S. fitness club industry revenues increased at a compound annual growth rate, of 7.5% from $8.3 billion in 1996 to $15.9 billion in 2005, according to the International Health, Racquet and Sportsclub Association, or IHRSA. Total U.S. fitness club memberships increased at a compound annual growth rate of 5.2% from $26.2 million in 1996 to 41.3 million in 2005, according to IHRSA.

Demographic trends have helped drive the growth experienced by the fitness industry over the past decade. The industry has benefited from the aging of the “baby boomer” generation and the coming of age of their offspring, the “echo boomers” (ages nine to 27). Government-sponsored reports, such as the Surgeon General’s Report on Physical Activity & Health (1996) and the Call to Action to Prevent and Decrease Overweight and Obesity (2001), have helped to increase the general awareness of the benefits of physical exercise to these demographic segments over those of prior generations. Membership penetration (defined as club members as a percentage of the total U.S. population over the age of six) has increased significantly from 11.0% in 1996 to 15.5% in 2005, according to the IHRSA/ American Sports Data Health Club Trend Report.

The United States Tennis Association has an interest in expanding the sport and enhancing people's lives. The local communities want to provide activities for its citizens. Thermal wants to bring these two (2) desires together and serve the tennis community with the best developmental program available.

The tennis industry has seen tremendous growth in the past few years.  The National Sporting Goods Association (“NSGA”) reports that in 2006, $419,800,000 was spent on tennis equipment which was up from $397,100,000 in 2005.  NSGA projected that $441,000,000 would be spent on tennis equipment in 2007.  Actual 2007 numbers are not as yet available to us.

Fun and exercise were listed as the top reasons why people play tennis.

Tennis instruction is very important for all levels of players.  For new players instruction contributes to the interest in playing.  For mature, or frequent players, instruction will increase the frequency of play.  They will schedule matches with friends, and other players they meet due the frequency of being on the court.  Additionally, this increases league play and the ability of players having other individuals to play.  People will play more if they can arrange matches with others at their same skill level.

The majority of the youth begin at public parks, or at school, where the tennis infrastructure is limited.  However, tennis lessons available to the general public always increase the frequency and recovery of players who have become dormant in their playing.

- 13 -
V.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

This prospectus contains forward-looking statements. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the Company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. Forward-looking statements usually contain the words "estimate," "anticipate," "believe," "expect," or similar expressions, and are subject to numerous known and unknown risks and uncertainties. In evaluating such statements, prospective investors should carefully review various risks and uncertainties identified in this Report, including the matters set forth in the Company's other SEC filings. These risks and uncertainties could cause the Company's actual results to differ materially from those indicated in the forward- looking statements. The Company undertakes no obligation to update or publicly announce revisions to any forward-looking statements to reflect future events or developments.
 
Although forward-looking statements in this prospectus on Form S-1 reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report on Form S-1. We will file reports with the Securities and Exchange Commission ("SEC"). We shall make available, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports as soon as reasonably practicable after we electronically file such materials with or furnish them to the SEC. You can read and copy any materials we file with the SEC at the SEC's Public Reference Room at 450 Fifth Street, NW, Washington, D.C. 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800- SEC-0330. In addition, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us.
 
We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this prospectus. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations, and prospects.
 
Plan of Operations
 
We propose to develop tennis management programs, tennis training programs, sales of tennis equipment and general services related to tennis.  Thermal Tennis is has devoted substantially all of their time and effort to organizational and financing matters during the last six months. Through the date hereof, we have not yet generated material service revenue during this period and we have realized a net loss from operations. We did not generate any revenue during the year ended December 31, 2007.  During the year ended December 31, 2006, the Company had revenues of $2,076 from commissions on the sale of the ball machines.  The Company’s net loss for the year ended December 31, 2007 was $(15,159).  Until additional clients are obtained, the Company expects that it will continue to generate operating losses.
 
- 14 -
Operating expenses for the year ended December 31, 2007 were $12,883.  We are expecting to file an S-1 during the current quarter and expect that these offering proceeds will satisfy our cash requirements for at least for a year and that it will not be necessary, during that period, to raise additional funds to meet the expenditures required for operating our business. However, certain parties have lent $30,000 to the company during the last 12 months and additional funds will be needed to continue on its limited operations.  We do not anticipate the performance of any research and development during the next 12 months.
 
There can be no assurance that we will achieve commercial acceptance for any of our proposed tennis services in the future; that future service revenue will materialize or be significant; that any sales will be profitable; or that we will have sufficient funds available for further development of our proposed services. The likelihood of our success will also depend upon our ability to raise additional capital from equity and/or debt financing to overcome the problems and risks described herein; to absorb the expenses and delays frequently encountered in the operation of a new business; and to succeed in the competitive environment in which we will operate. Although management intends to explore all available alternatives for equity and/or debt financing, including, but not limited to, private and public securities offerings, there can be no assurance that we will be able to generate additional capital. Our continuation as a going concern is dependent on our ability to generate sufficient cash flow to meet our obligations on a timely basis and, ultimately, to achieve profitability.
 
Financial Condition, Capital Resources and Liquidity.
 
As of December 31, 2007, we had total cash assets of $6,263, which was derived from the loans made to the company. We had total current liabilities of $24,616 and working capital and stockholders' deficit of $(18,284) as of December 31, 2007.  Deficits accumulated during the history of the company have totaled $(18,142).  Our financial statements are presented on the basis that Thermal Tennis is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business over a reasonable length of time. However, our independent accountants have noted that the Company has accumulated losses from operations and has the need to raise additional financing in order to satisfy its vendors and other creditors and execute its business plan.  These factors raise substantial doubt about our ability to continue as a going concern. Our future success will be dependent upon our ability to provide effective and competitive tennis services that meet customers' changing requirements. Should Thermal Tennis' efforts to raise additional capital through equity and/or debt financing fail, Robert Deller, our President/Secretary/Treasurer, is expected to provide the necessary working capital so as to permit Thermal Tennis to continue as a going concern.
 
At December 31, 2007 the Company had no material operations and was still seeking capital through a stock offering or the obtaining of additional debt in order to resume operations. At December 31, 2007 and through the date of this filing, the Company has yet to obtain any other commitments for additional funding or commence its business activity.  In the year ended December 31, 2007, the Company has received $30,000 in proceeds from debt.
 
Until the Company obtains the capital required to develop any properties or businesses and obtains the revenues needed from its future operations to meet its obligations, the Company will depend on sources other than operating revenues to meet its operating and capital needs. Operating revenues may never satisfy these needs.
 
Off-Balance Sheet Arrangements
 
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.
 
- 15 -
VI.STRATEGY AND IMPLEMENTATION SUMMARY

Thermal services must be beneficial, innovative and accessible. Thermal must be able to attract the best players in a community and capture the interest of the beginners. Excellent instruction and public awareness of Thermal programs will be important to attracting all levels of players.

A. Marketing Strategy

 
1. Work with cities and counties to advertise program via mail and other published venues

2. Work with local media to obtain free coverage of programs and events

3. Offer the best tennis programs, events and playing in town

4. Build and/or maintain relationships with other tennis organizations in the community

5. Offer a wide range of instructional programming

- 16 -
Government Regulation

Our operations and business practices are subject to federal, state and local government regulation in any jurisdiction in which we may manage tennis facilities or offer tennis products, including: (1) general rules and regulations of the Federal Trade Commission, state and local consumer protection agencies and state statutes that prescribe certain forms and provisions of membership contracts and that govern the advertising, sale, financing and collection of  memberships to tennis facilities, and (2) state and local health regulations and (3) federal regulation of sales of sports equipment.

Statutes and regulations affecting the fitness industry may be applied to the tennis industry. Typically, these statutes and regulations prescribe certain forms and provisions of membership contracts, afford members the right to cancel the contract within a specified time period after signing, require an escrow of funds received from pre-opening sales or the posting of a bond or proof of financial responsibility, and may establish maximum prices for membership contracts and limitations on the term of contracts. In addition, we are subject to numerous other types of federal and state regulations governing the sale of memberships. These laws and regulations are subject to varying interpretations by a number of state and federal enforcement agencies and courts.  We believe that our activities are and will be in compliance with all applicable statutes, rules and decisions.  Under so-called state “cooling-off” statutes, a new member to athletic an athletic facility has the right to cancel his or her membership for a short period after joining, set by the applicable law in the relevant jurisdiction and, in such event, is entitled to a refund of any initiation fee and dues paid.

Management believes that due to the nature of the Company’s product offering and business operations, there is minimal cost, if any, to complying with current environmental laws.
 
 
We  do  not lease or own any real property.  We maintain our corporate office at 4950 Golden Springs Drive, Reno, Nevada 89509.  This office space is being provided  free  of  charge  by  our president, Mr. Robert Deller.  This arrangement provides us with the office space necessary to take care of necessary paper work and  telephone,  fax  and mailing facilities.  As our business operations increase, it may be necessary for us to seek appropriate  individual  office space.  The company will seek such space only if revenues make the extra expense manageable.  Management believes suitable office  space  will  be  available when it is needed. Suitable office space will include 600 square feet of space with necessary telephone and Internet hook-ups.
 
Legal Proceedings
 
 Thermal Tennis is not engaged in any legal proceedings at the present time.

- 17 -
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our sole officer is Robert R. Deller.   As such, Mr. Deller is our President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary and Treasurer.  Mr. Deller is also our sole director.  Mr. Deller is 48 years old.

Mr.  Deller became an officer and a director of Thermal Tennis at is inception on August 25, 1999.  His primary occupation from January, 2001 through January, 2006, was Tennis Director, at the Caughlin Club in Reno, Nevada.  From January, 2006, through the present, Mr. Deller has been a marketing representative for California Products Corp., a manufacturer of tennis surfacing materials.

TERM  OF  OFFICE

Our Directors are appointed for terms of one year to hold office until the next annual general meeting of the holders of our common stock, as provided by the Nevada Revised Statutes, or until removed from office in accordance with our bylaws.  Our officers are appointed by our board of directors and hold office until removed by the board.

SIGNIFICANT  EMPLOYEES

We have no employees other than Mr. Deller.
 
 
Executive Officers and Directors
 
The following table sets forth certain information as to our officers and directors.
 
Annual Compensation Table
 

   
Annual Compensation
Long Term Compensation
Name
Title
Fiscal Year
Salary
Bonus
Other
Annual
Compensation
Restricted
Stock
Awarded
Options/
SARs (#)
LTIP
payouts ($)
All Other
Compensation
                   
Robert R. Deller
CEO, President
Director
2005
2006
2007
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0

DIRECTOR COMPENSATION

There are no standard arrangements pursuant to which directors are compensated for services rendered to Thermal Tennis.  It is possible that Thermal Tennis will compensate its directors in the future either in cash or stock for services as directors.  However, no such arrangements are in place at the present time and none have been promised.

EMPLOYMENT AGREEMENTS

No officer or director has an employment agreement with Thermal Tennis at the present time.
 
- 18 -
 

 
Common
Percent of
Name and Address
Shares
Class (1)
     
Robert R. Deller
1,500,000
100%
4950 Golden Springs Drive
    
Reno, Nevada  89509
    
     
All executive officers and directors
1,500,000
100%
as a group (one)
    

 
PLAN OF DISTRIBUTION
 

·  
he is not subject to a statutory disqualification as set forth in section 3(a)(39) of the Securities Exchange Act of 1934;
·  
he will not be compensated for his participation in the offering by the payment of commissions or other remuneration based directly or indirectly on the sale of the offering;
·  
he has never been and will not be at the time of his participation in the offering an associated person of a broker or dealer;
·  
he has never participated before in selling an offering for any issuer;
·  
he will perform substantial duties for Thermal Tennis other than in connection with the sale of the shares; and
·  
he will not participate in selling an offering of securities for any issuer more than once every 12 months.

In order to make the necessary sales, this officer plans to directly contact selected individuals and entities with whom he has a prior relationship and whom he believes will have an interest in the offering.  We are therefore offering the shares on a self-underwritten basis.  There is no minimum number of shares required to be sold in this offering.

In order to subscribe for shares, an investor must complete and execute the form of subscription agreement attached to this prospectus and deliver the executed subscription agreement to us together with payment of the purchase price for the shares payable to Thermal Tennis Incorporated.  We may reject or accept any subscription in whole or in part at our discretion.  We may close the offering without notice to subscribers.  We may immediately use the proceeds obtained from the offering.

Upon our acceptance of a subscription agreement, we will deliver to each subscriber a copy of the fully executed agreement evidencing the number of shares subscribed for.  If we do not accept any subscription or any portion of a subscription, the amount of the subscription not accepted will be promptly returned by us to the subscriber.

The estimated costs of this offering are as follows:

Securities and Exchange Commission registration fee.
   $ 4.61  
Printing fees and expenses
     500.00  
Legal and blue sky fees and expenses
     15,000.00  
Accounting fees and expenses
     10,000.00  
Miscellaneous expenses
     1,995.39  
         
Total
   $ 27,500.00  
 
 
- 19 -
DESCRIPTION OF CAPITAL STOCK
 
        Our authorized capital stock consists of 75,000,000 shares of common stock, $0.001 par value. As of April 28, 2008, 1,500,000 shares of common stock were issued and outstanding. The outstanding shares of common stock have been duly authorized and are fully paid and non-assessable.
 
Common Stock
 
        The holders of common stock are entitled to one vote per share on all matters to be voted on by stockholders and are entitled to receive such dividends, if any, as may be declared from time to time by our board of directors from funds legally available therefor, subject to the dividend preferences of the preferred stock, if any. Upon our liquidation or dissolution, the holders of common stock are entitled to share ratably in all assets available for distribution after payment of liabilities and liquidation preferences of the preferred stock, if any. Holders of common stock have no preemptive rights, no cumulative voting rights and no rights to convert their common stock into any other securities. Any action taken by holders of common stock must be taken at an annual or special meeting or by written consent of the holders of over 50% of our capital stock entitled to vote on such action.
 
Warrants
 
        As of April 28, 2008, there were no warrants or options issued or outstanding for the purchase of our common shares.
 
 
        Certain legal matters in connection with this offering will be passed upon for us by Gary R. Henrie, Attorney at Law, Las Vegas, Nevada.
EXPERTS
 
        Our financial statements as of December 31, 2007, and December 31, 2006, and for each of the two years in the period ended December 31, 2007 included in this prospectus have been audited by HJ & Associates, LLC, an independent registered public accounting firm, as stated in their report appearing elsewhere herein, and are included in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
 
        We have filed with the SEC a registration statement on Form S-1 to register the shares offered by Thermal Tennis.  The registration statement, including the attached exhibits and schedules, contains additional relevant information about us and our securities. The rules and regulations of the SEC allow us to omit certain information included in the registration statement from this prospectus.
- 20 -
TABLE OF CONTENTS FOR FINANCIAL STATEMENTS
 
Page
Audited Annual Financial Statements 
  
a. Report of Independent Registered Public Accounting Firm
22
b. Balance Sheets-December 31, 2007 and 2006
23
c. Statements of Operations for the years ended December 31, 2007 and 2006
24
d. Statements of Stockholders' Equity/(Deficit) for the years ended December 31, 2007 and 2006
25
e. Statements of Cash Flows for the years ended December 31, 2007 and 2006
26
f. Notes to the Financial Statements
27
 
- 21 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
Thermal Tennis Inc.
Reno, Nevada

We have audited the accompanying balance sheets of Thermal Tennis Inc. as of December 31, 2007 and 2006, and the related statements of operations, stockholders’ equity (deficit) and cash flows for the years ended then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Thermal Tennis Inc. as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the years ended December 31, 2007 and 2006, in conformity with U.S. generally accepted accounting principles.

As discussed in Note 3 to the financial statements, the Company's recurring losses from operations and the need to raise additional financing in order to satisfy its vendors and other creditors and execute its Business Plan raises substantial doubt about its ability to continue as a going concern. (Management's plans as to these matters are also described in Note 3.)  The 2007 and 2006 financial statements do not include any adjustments that might result from the outcome of this uncertainty.


/s/ HJ & Associates, LLC
HJ & Associates, LLC
Salt Lake City, Utah
April 11, 2008

- 22 -


THERMAL TENNIS INC.
            
             
BALANCE SHEETS
            
DECEMBER 31, 2007 AND 2006
            
   
             
ASSETS
            
             
             
   
December 31,
  
   
2007
    
2006
  
CURRENT ASSETS:
            
     Cash
   $ 6,263     $ 6,983  
     Due from officer
     9,750       16,150  
     Deferred offering costs
     3,850       -  
                 
             Total Current Assets
     19,863       23,133  
                 
TOTAL ASSETS
   $ 19,863     $ 23,133  
                 
                 
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                
                 
CURRENT LIABILITIES:
                
     Accounts payable and accrued expenses
   $ 6,505     $ 24,616  
     Notes payable-Current maturities
     15,000       -  
                 
             Total Current Liabilities
     21,505       24,616  
                 
LONG-TERM DEBT
                
     Notes payable, net of current maturities
     15,000       -  
                 
             Total Liabilities
     36,505       24,616  
                 
STOCKHOLDERS' EQUITY (DEFICIT):
                
     Capital stock, $.001 par value; 75,000,000 shares authorized;
                
          1,500,000 shares issued and outstanding at
                
          December 31, 2007 and 2006, respectively
     1,500       1,500  
     Accumulated deficit
     (18,142 )     (2,983 )
                 
             Total Stockholders' Equity (Deficit)
     (16,642 )     (1,483 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
   $ 19,863     $ 23,133  
 
The accompanying notes are an integral part of these financial statements.

- 23 -

THERMAL TENNIS INC.
            
             
STATEMENTS OF OPERATIONS
            
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
            
     
             
             
   
Years Ended
  
   
December 31,
  
   
2007
    
2006
  
             
             
SALES, Net of Returns, Allowances and Discounts
   $ -     $ 2,076  
                 
EXPENSES:
                
    General and administrative expenses
     12,883       10,788  
                 
TOTAL OPERATING EXPENSES
     12,883       10,788  
                 
LOSS BEFORE OTHER EXPENSE AND INCOME TAXES
     (12,883 )     (8,712 )
                 
OTHER EXPENSE
                
    Interest expense
     (2,276 )     (4,221 )
                 
LOSS BEFORE TAXES
     (15,159 )     (12,933 )
                 
PROVISION FOR INCOME TAXES
     -       1,875  
                 
NET LOSS
   $ (15,159 )   $ (11,058 )
                 
LOSS PER SHARE-FULLY DILUTED
   $ (0.01 )   $ (0.01 )
                 
WEIGHTED AVERAGE SHARES OUTSTANDING
     1,500,000       1,500,000  
                 
The accompanying notes are an integral part of these financial statements.

- 24 -

THERMAL TENNIS INC.
  
                         
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
  
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
  
       
                         
                         
                         
                         
   
Capital Stock
    
Accumulated
      
   
Shares
    
Amount
    
(Deficit)
    
Total
  
                         
                         
BALANCE, January 1, 2006
     1,500,000     $ 1,500     $ 8,075     $ 9,575  
                                 
Net loss for the year ended December 31, 2006
     -       -       (11,058 )     (11,058 )
                                 
BALANCE, December 31, 2006
     1,500,000       1,500       (2,983 )     (1,483 )
                                 
Net loss for the year ended December 31, 2007
     -       -       (15,159 )     (15,159 )
                                 
BALANCE, December 31, 2007
     1,500,000     $ 1,500     $ (18,142 )   $ (16,642 )
                                 
The accompanying notes are an integral part of these financial statements.

- 25 -

THERMAL TENNIS INC.
            
             
STATEMENTS OF CASH FLOWS
            
FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006
            
     
             
             
   
Years Ended
  
   
December 31,
  
   
2007
    
2006
  
             
CASH FLOWS FROM OPERATING ACTIVITIES:
            
     Net loss
   $ (15,159 )   $ (11,058 )
     Adjustments to reconcile net loss to net cash (used) provided
                
          in operating activities:
                
          Changes in assets and liabilities:
                
             Decrease in due from officer
     6,400       -  
             Decrease in accounts receivable
     -       4,313  
             (Increase) in deferred offering costs
     (3,850 )     -  
             Increase (decrease) in net taxes payable
     -       (1,875 )
             Increase (decrease) in accounts payable and accrued expenses
     (18,111 )     8,748  
                 
             Net cash provided by operating activities
     (30,720 )     128  
                 
CASH FLOWS FROM INVESTING ACTIVITIES:
     -       -  
                 
CASH FLOWS FROM FINANCING ACTIVITIES:
                
     Increase in notes payable
     30,000       -  
                 
             Net cash provided by financing activities
     30,000       -  
                 
                 
             Net increase (decrease) in cash
     (720 )     128  
                 
CASH AT BEGINNING PERIOD
     6,983       6,855  
                 
CASH AT END OF PERIOD
   $ 6,263     $ 6,983  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:
                
                 
     Cash paid for income taxes
   $ -     $ -  
                 
     Cash paid for interest expense
   $ -     $ -  
The accompanying notes are an integral part of these financial statements.

- 26 -

THERMAL TENNIS INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2007 AND 2006


NOTE 1 – Organization, History and Business Activity

Thermal Tennis Inc. (Company) was founded July 1, 1999 and was organized to engage in the business of namely the development of tennis management programs, tennis training programs, sales of tennis equipment and general services related to tennis.  The Company was incorporated under the laws of the State of Nevada.

NOTE 2 - Significant Accounting Policies

This summary of significant accounting policies of Thermal Tennis Inc. (the “Company”) is presented to assist in understanding the Company’s financial statements.  The financial statements and notes are representations of the Company’s management, which is responsible for their integrity and objectivity.  These accounting policies conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates.

Concentration of Risk

The Company places its cash and temporary cash investments with established financial institutions.

Accounts Receivable

Trade receivables are recognized and carried at the original invoice amount less allowance for any un-collectible amounts. An estimate for doubtful accounts is made when collection of the full amount is no longer probable. Bad debts are written off as incurred. There were no bad debts for the years ended December 31, 2007 and 2006.
 
Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.
 
- 27 -
Fair Value of Financial Instruments

The Company's financial instruments include cash and cash equivalents, accounts receivable, advances to suppliers, other receivables, accounts payable, short-term bank loans, customer deposits, taxes payable, other payables and accrued expenses and due to stockholders. Management has estimated that the carrying amount approximates their fair value due to their short-term nature.

Shares for Services and Other Assets

The Company accounts for non-cash stock-based compensation issued to non-employees in accordance with the provisions of SFAS No. 123 (revised 2004), Share-Based Payment”(“SFAS No. 123(R)”) and EITF No. 96-18, Accounting for Equity (deficit) Investments That Are Issued to Non-Employees for Acquiring, or in Conjunction with Selling, Goods or Services.  Common stock issued to non-employees and consultants is based upon the value of the services received or the quoted market price, whichever value is more readily determinable.

Revenue Recognition

The Company recognizes revenue in accordance with the Securities and Exchange Commission Staff Accounting Bulletin (SAB) number 104, which states that revenues are generally recognized when it is realized and earned.  Specifically, the Company recognizes revenue when services are performed and projects are completed and accepted by the customer.  Revenues are earned from tennis lessons, sales of ball machines and other related services.

 Income Taxes

The Company recognizes deferred income tax assets or liabilities for the expected future tax consequences of events that have been recognized in the financial statements or income tax returns. Deferred income tax assets or liabilities are determined based upon the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates expected to apply when the differences are expected to be settled or realized. Deferred income tax assets are reviewed periodically for recoverability and valuation allowances are provided as necessary. We classify penalties and interest as income taxes as allowed by FIN 48, “Accounting for Uncertainty in Income Taxes.”  A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

Segments

The Company operates in only one business segment, namely the development of tennis management programs, tennis training programs, sales of tennis equipment and general services related to tennis.

- 28 -

Earnings Per Share

The Company is required to provide basic and dilutive earnings per common share information.

The basic net income per common share is computed by dividing the net earnings applicable to common stockholders by the weighted average number of common shares outstanding.

Diluted net income per common share is computed by dividing the net income applicable to common stockholders, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities.

For the period ended December 31, 2007, there were no dilutive securities that would have had an anti-dilutive effect and all the shares outstanding were included in the calculation of diluted net income per common share.

Recent Accounting Pronouncements

SFAS No. 153, Exchanges of Nonmonetary Assets, an amendment of APB Opinion No. 29

In December 2005, the FASB issued SFAS No. 153, Exchanges of Non-monetary Assets, an amendment of APB Opinion No. 29. The guidance in APB Opinion No. 29, Accounting for Non-monetary Transactions, is based on the principle that exchanges of non-monetary assets should be measured based on fair value of the assets exchanged. The guidance included certain exceptions to that principle. The statement amends Opinion No. 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for non-monetary assets that do not have commercial substance. A non-monetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. This statement shall be effective for non-monetary exchanges occurring in fiscal periods beginning after June 15, 2006. The Company does not believe that the adoption of this statement will have a material effect on its financial statements.

Statement of Financial Accounting Standard No. 151

In November 2005, the Financial Accounting Standards Board issued statement of Financial Accounting Standard No. 151, "Inventory Costs". The new Standard amends Accounting Research Bulletin No. 43, "Inventory Pricing," to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs, and wasted material. This Statement requires that those items be recognized as current-period charges and requires that allocation of fixed production overheads to the cost of conversion be based on the normal capacity of the production facilities. This Statement is effective for fiscal years beginning after June 15, 2006. We do not expect the adoption of this Statement to have a material impact on our financial condition or results of operations.

- 29 -
 
EITF No. 02-14

In June 2005, the EITF reached a consensus on Issue No. 02-14, "Whether an Investor Should Apply the Equity Method of Accounting to Investments Other Than Common Stock." EITF 02-14 addresses whether the equity method of accounting should be applied to investments when an investor does not have an investment in voting common stock of an investee but exercises significant influence through other means. EITF 02-14 states that an investor should only apply the equity method of accounting when it has investments in either common stock or in-substance common stock of a corporation, provided that the investor has the ability to exercise significant influence over the operating and financial policies of the investee. The effective date of EITF 02-14 is the first reporting period beginning after September 15, 2005. The adoption of EITF No. 02-14 did not have a material impact on the financial condition, results of operations or cash flows of the Company.

Statement of Financial Accounting Standard No. 157

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The Company does not anticipate adoption of this standard will have a material impact on its financial statements.

Interpretation No. 48

In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes-an interpretation of SFAS 109”, (“FIN 48”). FIN 48 provides interpretive guidance for the financial statement recognition and measurement of a tax position taken, or expected to be taken in a tax return. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this standard did not have a material impact on its financial statements.

Statement of Financial Accounting Standard No. 156

In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets”, which will be effective for fiscal years that begin after December 15, 2006. This statement amends SFAS 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, a replacement of FASB Statement 125, or SFAS 140, regarding (1) the circumstances under which a servicing asset or servicing liability must be recognized, (2) the initial and subsequent measurement of recognized servicing assets and liabilities, and (3) information required to be disclosed relating to servicing assets and liabilities. The Company does not anticipate adoption of this standard will have a material impact on its financial statements.

- 30 -
 
Statement of Financial Accounting Standard No. 155

In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments”, or SFAS 155, which will be effective for fiscal years that begin after December 15, 2006. This statement amends SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, to narrow the scope exception for interest-only and principal-only strips on debt instruments to include only such strips representing rights to receive a specified portion of the contractual interest or principal cash flows. SFAS 155 also amends SFAS 140 to allow qualifying special-purpose entities to hold a passive derivative financial instrument pertaining to beneficial interests that itself is a derivative financial instrument. The Company does not anticipate adoption of this standard will have a material impact on its financial statements.
 
Statement of Financial Accounting Standard No. 159

In February 2007, the FASB issued Statement of Financial Accounting Standard No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities-Including an amendment of FASB Statement No. 115 (“SFAS 159”).  SFAS 159 expands the use of fair value accounting, but does not affect existing standards, which require assets and liabilities to be carried at fair value.  Under SFAS 159, a company may elect to use fair value to measure accounts and loans receivable, available-for-sale and held-to-maturity securities, equity method investments, accounts payable, guarantees, issued debt and other eligible financial instruments.  SFAS 159 is effective for fiscal years beginning after November 15, 2007.  The Company does not anticipate adoption of this standard will have a material impact on its financial statements.

Statement of Financial Accounting Standard No. 141

In December 2007, the FASB issued Statement of Financial Accounting Standard No. 141(revised 2007), “Business Combinations”(“SFAS 141R”).  SFAS 141R requires the use of “full fair value” to record all the identifiable assets, liabilities, non-controlling interests and goodwill acquired in a business combination.  SFAS 141R is effective for fiscal years beginning on or after December 15, 2008.  The Company does not anticipate adoption of this standard will have a material impact on its financial statements.

Statement of Financial Accounting Standard No. 160

In December 2007, the FASB issued Statement of Financial Accounting Standard No. 160, “Non-controlling Interest in Consolidated Financial Statements” (“SFAS 160”).  SFAS 160 requires the non-controlling interests(minority interests) to be recorded at fair value and reported as a component of equity.  SFAS 160 is effective for fiscal years beginning on or after December 15, 2008.  The Company does not anticipate adoption of this standard will have a material impact on its financial statements.

The implementations of the above pronouncements are not expected to have a material effect on the Company's financial statements.

- 31 -
 
NOTE   3 – Financial Condition and Going Concern

The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.  The Company generated a net loss from its operations in 2007 because the major source of its revenues was dropped as an account in 2006.  It also sustained operating losses in prior years before obtaining this account.  Additionally, due to the 2007 net operating loss, the Company currently has a deficit in its stockholders’ equity account.  These factors raise substantial doubt as to its ability to obtain debt and/or equity financing and achieving future profitable operations.

Management intends to raise additional operating funds through equity and/or debt offerings.  However, there can be no assurance management will be successful in its endeavors.  Ultimately, the Company will need to achieve profitable operations in order to continue as a going concern.

There are no assurances that Thermal Tennis Inc. will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing through either private placement, public offerings and/or bank financing necessary to support its working capital requirements.  To the extent that funds generated from operations and any private placements, public offerings and/or bank financing are insufficient, the Company will have to raise additional working capital.  No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to Thermal Tennis Inc..  If adequate working capital is not available Thermal Tennis Inc. may be required to curtail its operations.

NOTE 4 – Income Taxes

Effective January 1, 2007, we adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with FASB Statement No. 109, Accounting for Income Taxes. FIN 48 requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The application of income tax law is inherently complex. Laws and regulation in this area are voluminous and are often ambiguous. As such, we are required to make many subjective assumptions and judgments regarding the income tax exposures. Interpretations of and guidance surrounding income tax laws and regulations change over time. As such, changes in the subjective assumptions and judgments can materially affect amounts recognized in the balance sheets and statements of income.

At the adoption date of January 1, 2007, we had no unrecognized tax benefit, which would affect the effective tax rate if recognized. There has been no significant change in the unrecognized tax benefit during the year ended December 31, 2007.

We classify interest and penalties arising from the underpayment of income taxes in the statement of income under general and administrative expenses. As of December 31, 2007, we had no accrued interest or penalties related to uncertain tax positions. The tax years 2007 and 2006 federal return remains open to examination.

- 32 -
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.  Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The provision (benefit) for income taxes for the year ended December 31, 2007 and 2006 consists of the following:

   
2007
    
2006
  
Federal:
            
Current
   $ -     $ -  
Deferred
     -       -  
                 
State:
                
Current
     -       -  
Deferred
     -       -  
                 
    $ -     $ -  

Net deferred tax assets consist of the following components as of December 31, 2007 and 2006:

   
2007
    
2006
  
             
Deferred tax assets:
            
Accrued expenses
   $ 800     $ 7,340  
Operating Loss
     16,200       3.890  
                 
Deferred tax liabilities:
     -       -  
                 
Valuation allowance
     (17,000 )     (11,230 )
                 
Net deferred tax asset
   $ -     $ -  

- 33 -
The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rate of 15% to pretax income from continuing operations for the years ended December 31, 2007 and 2006 due to the following:

   
2007
    
2006
  
             
Book Income/(Loss)
   $ (2,274 )   $ (5,040 )
Meals & Entertainment
     -       -  
Accrued Payroll Taxes
             1,150  
NOL Carryover
     -       -  
Valuation allowance
     2,274       3,890  
                 
Income Tax Expense
   $ -     $ -  

NOTE 5 – Notes Payable

The Company’s notes payable consists of the following:

   
December 31, 2007
  
Note payable, due to an individual, 10% interest, principle and interest due June 23, 2008(1)
   $ 15,000  
Note payable, due to an individual, 10% interest, principle and interest due March 6, 2009(1)
      15,000  
      30,000  
Less current portion
      (15,000 )
         
    $ 15,000  


Future maturities of long-term debt are as follows:

Years Ending December 31:
 

2008
   $ 15,000  
2009
     15,000  
    $ 30,000  

(1)  
The notes listed above both represent credit lines that allow the Company to borrow up to $25,000 on each note to pay the ongoing expenses of the company.


- 34 -

NOTE 6 - Related Party Transactions

The Company has advanced the President $9,750 in 2007 and $16,150 in 2006.  This loan is non-interest bearing and due upon demand.  The Company recognized $3,000 of expense in 2007 associated with this loan, which represented the value of the rent associated with the sole officers home office.  The President made principle payments to the Company totaling $3,400 in 2007.

NOTE 7 – Stock Offering

The Company in January 2006 gave up its contracts and agreements with its two tennis related accounts and during 2006 have just concentrated on the commissions earned from the sale of ball machines.  Until the Company has completed the below listed offering and raised the required money to carry on the other activities, it is not seeking to renew or engage in any other tennis related contracts.

The Board of Directors has authorized a stock issuance totaling 600,000 shares of its common stock at $.25 per share.  The offering will be filed under the Securities Act of 1933 or an exemption under the Act.

The Company had incurred certain offering costs related to the above mentioned offering totaling $3,850.  These offering costs will be reviewed on a quarterly basis to determine their value for this offering.  It is expected that additional legal and accounting costs will be incurred in relation to the offering.  If the current offering is successful, any capitalized deferred offering costs will be offset against any gross proceeds received.  Otherwise, the costs will be written off to expense at the time the offering is deemed unsuccessful or terminated.


- 35 -

 
INFORMATION NOT REQUIRED IN PROSPECTUS
 
Item 24.  Indemnification of Directors and Officers
 
Our officers and directors are indemnified as provided by the Nevada Revised Statutes (“NRS”) and our bylaws.

Under the NRS, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless it is specifically limited by a company's Articles of Incorporation.  This is not the case with our Articles of Incorporation.  Excepted from that immunity are: (a) a willful failure to deal fairly with the company or its shareholders in connection with a matter in which the director has a material conflict of interest; (b) a violation of criminal law unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful; (c) a transaction from which the director derived an improper personal profit; and (d) willful misconduct.

Our bylaws provide that we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that we shall not be required to indemnify any director or officer in connection with any proceeding, or part thereof, initiated by such person unless such indemnification: (a) is expressly required to be made by law, (b) the proceeding was authorized by our Board of Directors, (c) is provided by us, in our sole discretion, pursuant to the powers vested us under Nevada law or (d) is required to be made pursuant to the bylaws.

Our bylaws provide that we will advance to 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, by reason of the fact that he is or was a director or officer, of our company, or is or was serving at the request of our company as a director or executive officer of another company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under our bylaws or otherwise.

Our bylaws provide that no advance shall be made by us to an officer of our company in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the Thermal Tennis.  An exception to this prohibition against advances applies when the officer is or was a director of our company.
 
- 36 -
Item 25.    Other Expenses of Issuance and Distribution
 
        The following table sets forth the expenses expected to be incurred in connection with the issuance and distribution of common stock registered hereby, all of which expenses, except for the Securities and Exchange Commission registration fee, are estimated.
 
Securities and Exchange Commission registration fee.
$
4.61
Printing fees and expenses
500.00
Legal and blue sky fees and expenses
15,000.00
Accounting fees and expenses
10,000.00
Miscellaneous expenses
1,995.39
 
Total
$
27,500.00
 

Item 26.    Recent Sales of Unregistered Securities
 
        During the three years preceding the filing of this registration statement, Registrant has not sold any securities.
 
Item 27.    Exhibits
 
        The following exhibits are filed with this registration statement:
 
Exhibit
No.
 
Description
 
  3.1
Articles of incorporation
  3.2
Bylaws
  4.1
Specimen Common Stock Certificate of Registrant
  5.1
Opinion of Gary R. Henrie, Attorney at Law regarding the legality of the common stock being registered
21.1
List of Subsidiaries
23.1
Consent of HJ & Associates, LLC
23.2
Consent of Gary R. Henrie (included in Exhibit 5.1)
 
- 37 -
 Item 28.    Undertakings
 
The undersigned registrant will:

1.            File, during any period in which the registrant offers or sells securities, a post-effective amendment to this registration statement to:
·  
Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933 (the “Securities Act”);
·  
Reflect in the prospectus any facts or events which individually or together, represent a fundamental change in the information in the registration statement; and
·  
Include any additional or changed material information on the plan of distribution.

2.            For determining liability under the Securities Act, treat each post-effective amendment as a new registration statement of the securities offered, and the offering of the securities at that time to be the initial bona fide offering.

3.            File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

4.               For determining liability of the undersigned registrant under the Securities Act 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:
·  
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424:
·  
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:
·  
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
·  
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

- 38 -
 
 
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Reno, State of Nevada, on May 9, 2008.
 
Thermal Tennis Inc.
By:
   /s/ Robert R. Deller   
 
Robert R. Deller
Chief Executive Officer
 
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:
 
Signature
 
Title
 
Date
 
/s/ Robert R. Deller
Robert R. Deller
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer
Sole Director
5/ 9 /08

- 39 -
 EX-3.1 2 exhibitthreeone.htm EX 3.1 exhibitthreeone.htm
ARTICLES OF INCORPORATION
OF
WILD WEST TENNIS INC.

FIRST.                       The name of the Corporation is:

    Wild West Tennis Inc.

SECOND.                  Its registered office in the State of Nevada is located at 9645 Gateway Drive, Suite B, Reno, Nevada 89511, that this Corporation may maintain an office, or offices, I n such other place within or without the State of Nevada as may be from time to time designated by the By-Laws of said Corporation, and that this Corporation may conduct all Corporation business of every kind and nature, including the holdings of all meetings of Directors and Shareholders, outside the State of Nevada, as well as within the State of Nevada.

THIRD.                      The objects for which this Corporation is formed are: To engage in any lawful activity, including, but not limited to the following:

(A)  
Shall have such rights, privileges and powers as may be conferred upon  Corporations by any existing law.
(B)  
May at any time exercise such rights, privileges and powers, when not inconsistent with the purposes and objects for which this Corporation is organized.
(C)  
Shall have power to have succession by its corporate name for the period limited to its certificate or Articles of Incorporation, and  when no period is limited, perpetually, or until dissolved and  its affairs wound up according to law.
(D)  
Shall have the power to effect litigation in its own behalf and interest in any court of law.
(E)  
Shall have power to make contracts.
(F)  
Shall have power to hold, purchase and convey real and personal estate and mortgage or leased any such real and personal estate with its franchises.  The power to hold real and legality of the document.
(G)  
Shall have power to appoint such officers and agents, as the affairs of the Corporation shall require, and to allow them suitable compensation.
(H)  
Shall have power to make By-Laws not inconsistent with the constitution or laws of the United States, or of the State of Nevada, for the management, regulation and government of its affairs and property, the transfer of its stock, the transaction of its business, and the calling and holding of meetings of its stockholders.
(I)  
Shall have power to dissolve itself.
(J)  
Shall have power to adopt and use a common seal or stamp, and alter the same.  The use of a seal or stamp by the Corporation on any Corporate document is not necessary.  The Corporation may use a seal or stamp, if it desires, but such use or nonuse shall not in any way affect the legality of the document.
(K)  
Shall have power to borrow  money and contract debts when necessary for the transaction of its business, or for the exercise of its corporate rights, privileges or franchises, or for any other lawful purpose of  its Incorporation; to issue bonds, promissory notes, bills of exchange, debentures, and other obligations and evidences of indebtedness, payable at a specified event or events, whether secured by mortgage, pledge or otherwise, or unsecured, or for money borrowed, or in payment for property purchased or acquired, of  for any other lawful object.
(L)  
Shall have power to guarantee, purchase, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of the shares of the capital stock of, or any bonds, securities or evidences of  the indebtedness created by, any other Corporation or Corporations of the State of Nevada, or any other state or government, and, while owners of such stock, bonds, securities or evidences of indebtedness, to exercise all the rights, powers and privileges of ownership, including the right to vote, if any.
(M)  
Shall have power to purchase,  hold, sell and transfer shares of its own capital stock and use therefore its capital, capital surplus, surplus or other property or fund.
(N)  
Shall have power to conduct business, have one or more offices, and hold, purchase mortgage and convey real and personal property in the State of Nevada, and in any of the several states, territories, possessions and dependencies of the United States, the District of Columbia, and foreign countries.
(O)  
Shall have power to do all and everything necessary and proper for the accomplishment of the objects enumerated in its certificate or Articles of Incorporation, or any amendment thereof, or necessary or incidental to the protection and benefit of the Corporation, and, in general to carry on any lawful business necessary or incidental to the attainment of the objects of the Corporation, whether or not such business is similar in nature to the objects set forth in the certificate or Articles of Incorporation of the Corporation, or any amendment thereof.
(P)  
Shall have power to make donations for the public welfare or for charitable, scientific or educational purposes.
(Q)  
Shall have power to enter into partnerships, general or limited, or joint ventures in connection with any lawful activities.

- 1 -
FOURTH.                   The aggregate number of shares the Corporation shall have authority to issue shall be seventy-five million (75,000,000) shares of common stock, par value $0.001 per share, each share of common stock having equal rights and preferences, voting privileges and preferences.

FIFTH.                       The governing board of this Corporation shall be known as directors, and the number of directors may from time to time be increased or decreased in such manner as shall be provided by the By-Laws of this Corporation, providing that the number of directors shall not be reduced or fewer than one (1).

                     The name and post office address of the first Board of Director shall be one (1) in number at date of incorporation and up to five (5) directors and  listed as follows:

Name                                                                 Address

Robert R. Deller                                               9645 Gateway Drive, Suite B
Reno, Nevada 89511

SIXTH.                      The capital stock, after the amount of the subscription price, or par value, has been paid in, shall not be subject to assessment to pay the debts of the Corporation.

SEVENTH.               The name and post office address of the Incorporator signing the Articles of Incorporation is as follows:

Name                                                                 Address

Robert R. Deller                                               9645 Gateway Drive, Suite B
Reno, Nevada 89511

EIGHTH.                The resident agent for this Corporation shall be:

  Robert R. Deller

The address of said agent, and the registered or statutory address of this Corporation in the State of Nevada shall be:

9645 Gateway Drive, Suite B, Reno, Nevada 89511

NINTH.                 The Corporation is to have perpetual existence.

TENTH.                 In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized:

Subject to the By-Laws, if any, adopted by the stockholders, to make, alter or amend the By-Laws of the Corporation.

To fix the amount to be reserved as working capital over and above its capital stock paid in; to authorize and cause to be executed,  mortgages and liens upon the real and personal property of this Corporation.

By resolution by a majority of the whole Board, to designate one (1) or more committees, each committee to consist of one (1) or more of the Directors of the Corporation, which, to the extent provided in the resolution, or in the By-Laws of the Corporation, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation.  Such committee or committees shall have such name or names as may be stated in the By-Laws of the Corporation, or as may be determined from time to time by resolution adopted by the Board of Directors.

- 2 -
When and as authorized by the affirmative vote of the stockholders holding stock entitling them to exercise at least a majority of the voting power given at a  stockholders meeting called for that purpose, or when authorized by the written consent of the holders of at least a majority of the voting stock issued and outstanding, the Board of Directors  shall have power and authority at any meeting to sell, lease or exchange all of the property and assets of the Corporation, including its goodwill and its franchises,  upon such terms and conditions as its Board of Directors deems expedient and for the best interest of the Corporation.

ELEVENTH.          No shareholder shall be entitled as a matter of right to subscribe for or receive additional shares of any class of stock of the Corporation, whether now or hereafter authorized, or any bonds, debentures or securities convertible into stock, but such additional shares of stock or other securities convertible into stock may be issued or disposed of by the Board of Directors to such persons and on such terms as in its discretion it shall deem advisable.

TWELFTH.                                 No director or officer of the Corporation shall be personally liable to the Corporation or any of its stockholders for damages for breach of fiduciary duty as a director or officer involving any act or omission of any such director or officer; provided however, that the foregoing provision shall not eliminate or limit the liability of a director or officer (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of dividends in violation of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification of these Articles by the stockholders of the Corporation shall be prospective only and shall not adversely affect any limitation on the personal liability of a director or officer of the Corporation for acts or omission to such repeal or modification.

THIRTEENTH.                                            This Corporation reserves the right to amend, alter, change or repeal any provision contained in the Articles of Incorporation, in the manner now or hereafter prescribed by statute, or by the Articles of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

I, THE UNDERSIGNED, being the Incorporator herein before names for the purpose of forming a Corporation pursuant to the General Corporation Law of the State of Nevada, do make and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true, and accordingly have hereunto set my hand this 16th day of August, 1999.

/s/ Robert R. Deller
Robert R. Deller

STATE OF NEVADA                         )
:ss.
COUNTY OF Washoe                       )

On this the 16th day of August, 1999, Neno, Nevada, before me, the undersigned, a Notary Public in and for Reno, State of Nevada personally appeared Robert R. Deller, known to me to be the person whose name is subscribed to the foregoing document and acknowledged to me that he executed the same.

LORRIE MILLER
Notary Public – State of Nevada
Appointment Recorded in Washoe County                                     /s/ Lorrie Miller
No: 97-3331-2 Expires September 3, 2001                                   Notary Public

I, Robert R. Deller, hereby accept as Resident Agent for the previously named Corporation.

August 16, 1999                        /s/ Robert R. Deller
Date                                            Robert R. Deller

 
- 3 -

 EX-3.2 3 exhibitthreetwo.htm EX 3.2 exhibitthreetwo.htm
BYLAWS
OF
THERMAL TENNIS INC.
(a Nevada corporation)

ARTICLE I
OFFICES

Section 1.  Registered Office. The registered office of the corporation in the State of Nevada shall be in the City of Reno, State of Nevada.

Section 2.  Other Offices.  The corporation shall also have and maintain an office or principal place of business at such place as may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Nevada as the Board of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II
CORPORATE SEAL

Section 3.  Corporate Seal.  If the corporation has a corporate seal, it shall consist of a die bearing the name of the corporation and the inscription, "Corporate Seal-Nevada." Said seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.  The existence and use of a corporate seal is optional.  Any document to which the corporation is a party shall be as valid and binding without the impress or image of a seal affixed as with it.

ARTICLE III
STOCKHOLDERS' MEETINGS

Section 4.  Place of Meetings.  Meetings of the stockholders of the corporation shall be held at such place, either within or without the State of Nevada, as may be designated from time to time by the Board of Directors, or, if not so designated, then at the
office of the corporation required to be maintained pursuant to Section 2 hereof.

Section 5.  Annual Meeting.

(a)  The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such other business as may lawfully come before it, shall be held on such date and at such time as may be designated from time to time by the Board of Directors.  Failure to hold an annual meeting shall not work to dissolve the corporation or pierce the corporate veil other than as required by applicable law.  If directors are not elected during any calendar year, the corporation shall not for that reason be dissolved, but every director shall continue to hold office and discharge his duties until his or her successor has been elected.

(b)  At an annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting.  To be properly brought before an annual meeting, business must be: (A) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (B) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (C) otherwise properly brought before the meeting by a stockholder.  For business to be properly brought before an annual meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not later than the close of business on the sixtieth (60th) day nor earlier than the close of business on the ninetieth (90th) day prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that no annual meeting was held in the previous year or the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year's proxy statement, notice by the stockholder to be timely must be so received not earlier than the close of business on the ninetieth (90th) day prior to such annual meeting and not later than the close of business on the later of the sixtieth (60th) day prior to such annual meeting or, in the event public announcement of the date of such annual meeting is first made by the corporation fewer than seventy (70) days prior to the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the corporation.  A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the annual meeting: (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the corporation's books, of the stockholder proposing such business, (iii) the class and number of shares of the corporation which are beneficially owned by the stockholder, (iv) any material interest of the stockholder in such business and (v) any other information that is required to be provided by the stockholder pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the "1934 Act"), in his capacity as a proponent to a stockholder proposal.  Notwithstanding the foregoing, in order to include information with respect to a stockholder proposal in the proxy statement and form of proxy for a stockholder's meeting, stockholders must provide notice as required by the regulations promulgated under the 1934 Act.  Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting except in accordance with the procedures set forth in this paragraph (b).  The chairman of the annual meeting shall, if the facts warrant, determine and declare at the meeting that business was not properly brought before the meeting and in accordance with the provisions of this paragraph (b), and, if he should so determine, he shall so declare at the meeting that any such business not properly brought before the meeting shall not be transacted.

 
- 1 -
 
(c)  Only persons who are confirmed in accordance with the procedures set forth in this paragraph (c) shall be eligible for election as directors.  Nominations of persons for election to the Board of Directors of the corporation may be made at a meeting of stockholders by or at the direction of the Board of Directors or by any stockholder of the corporation entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph (c).  Such nominations, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the corporation in accordance with the provisions of paragraph (b) of this Section 5.  Such stockholder's notice shall set forth (i) as to each person, if any, whom the stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (c) the class and number of shares of the corporation which are beneficially owned by such person, (D) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by the stockholder, and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including without limitation such person's written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and (ii) as to such stockholder giving notice, the information required to be provided pursuant to paragraph (b) of this Section 5.  At the request of the Board of Directors, any person nominated by a stockholder for election as a director shall furnish to the Secretary of the corporation that information required to be set forth in the stockholder's notice of nomination which pertains to the nominee.  No person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this paragraph (c).  The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded.

(d)  For purposes of this Section 5, "public announcement" shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

 
- 2 -
 
Section 6.  Special Meetings.

(a)  Special meetings of the stockholders of the corporation may be called, for any purpose or purposes, by (i) the Chairman of the Board of Directors, (ii) the Chief Executive Officer, or (iii) the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorships at the time any such resolution is presented to the Board of Directors for adoption), and shall be held at such place, on such date, and at such time as the Board of Directors, shall determine.

(b)  If a special meeting is called by any person or persons other than the Board of Directors, the request shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telegraphic or other facsimile transmission to the Chairman of the Board of Directors, the Chief Executive Officer, or the Secretary of the corporation.  No business may be transacted at such special meeting otherwise than specified in such notice.  The Board of Directors shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request.  Upon determination of the time and place of the meeting, the officer receiving the request shall cause notice to be given to the stockholders entitled to vote, in accordance with the provisions of Section 7 of these Bylaws.  If the notice is not given within sixty (60) days after the receipt of the request, the person or persons requesting the meeting may set the time and place of the meeting and give the notice.  Nothing contained in this paragraph (b) shall be construed as limiting, fixing, or affecting the time when a meeting of stockholders called by action of the Board of Directors may be held.

Section 7.  Notice of Meetings.  Except as otherwise provided by law or the Articles of Incorporation, written notice of each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting, such notice to specify the place, date and hour and purpose or purposes of the meeting.  Notice of the time, place and purpose of any meeting of stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any stockholder by his attendance thereat in person or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  Any stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

Section 8.  Quorum.  At all meetings of stockholders, except where a greater requirement is provided by statute or by the Articles of Incorporation, or by these Bylaws, the presence, in person or by proxy duly authorized, of the holder or holders of 33 1/3 percent of the outstanding shares of the corporation's common voting stock shall constitute a quorum for the transaction of business.  In the absence of a quorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of a majority of the shares represented thereat, but no other business shall be transacted at such meeting.  The stockholders present at a duly called or convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.  Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, all action taken by the holders of a majority of the votes cast, excluding abstentions, at any meeting at which a quorum is present shall be valid and binding upon the corporation; provided, however, that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.  Where a separate vote by a class or classes or series is required, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter and, except where otherwise provided by the statute or by the Articles of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) of the votes cast, including abstentions, by the holders of shares of such class or classes or series shall be the act of such class or classes or series.

 
- 3 -
 
Section 9.  Adjournment and Notice of Adjourned Meetings.  Any meeting of stockholders, whether annual or special, may be adjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares casting votes, excluding abstentions.  When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken.  At the adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting.  If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 10.  Voting Rights.  For the purpose of determining those stockholders entitled to vote at any meeting of the stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on the record date, as provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders.  Every person entitled to vote shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with Nevada law.  An agent so appointed need not be a stockholder.  No proxy shall be voted after three (3) years from its date of creation unless the proxy provides for a longer period.

Section 11.  Joint Owners of Stock.  If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, his act binds all; (b) if more than one (1) votes, the act of the majority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote the securities in question proportionally, or may apply to the Nevada Court of Chancery for relief as provided in the General Corporation Law of Nevada, Section 217(b).  If the instrument filed with the Secretary shows that any such tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.

Section 12.  List of Stockholders.  The Secretary shall prepare and make, at least ten (10) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of each stockholder and the number of shares registered in the name of each stockholder.  Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be held.  The list shall be produced and kept at the time and place of meeting during the whole time thereof and may be inspected by any stockholder who is present.

Section 13.  Action Without Meeting.  Any action required or permitted to be taken at  a meeting of the stockholders may be taken without a meeting if a written consent thereto is signed by stockholders holding at least a majority of the voting power, except that if a different proportion of voting power is required for such an action at a meeting, then that proportion of written consents is required.

Section 14.  Organization.

(a)  At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled to vote, present in person or by proxy, shall act as chairman.  The Secretary, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

(b)  The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of meetings of stockholders as it shall deem necessary, appropriate or convenient.  Subject to such rules and regulations of the Board of Directors, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters which are to be voted on by ballot.  Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

 
- 4 -
 
ARTICLE IV
DIRECTORS

Section 15.  Number and Qualification.  The authorized number of directors of the corporation shall be not less than one (1) nor more than nine (9) as fixed from time to time by resolution of the Board of Directors; provided that no decrease in the number of directors shall shorten the term of any incumbent directors.  Directors need not be stockholders unless so required by the Articles of Incorporation.  If for any cause, the directors shall not have been elected at an annual meeting, they may be elected as soon thereafter as convenient at a special meeting of the stockholders called for that purpose in the manner provided in these Bylaws.

Section 16.  Powers.  The powers of the corporation shall be exercised, its business conducted and its property controlled by the Board of Directors, except as may be otherwise provided by statute or by the Articles of Incorporation.

Section 17.  Election and Term of Office of Directors.  Members of the Board of Directors shall hold office for the terms specified in the Articles of Incorporation, as it may be amended from time to time, and until their successors have been elected as provided in the Articles of Incorporation.

Section 18.  Vacancies.  Unless otherwise provided in the Articles of Incorporation, any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other causes and any newly created directorships resulting from any increase in the number of directors, shall unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by stockholder vote, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board of Directors.  Any director elected in accordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director's successor shall have been elected and qualified.  A vacancy in the Board of Directors shall be deemed to exist under this Bylaw in the case of the death, removal or resignation of any director.

Section 19.  Resignation.  Any director may resign at any time by delivering his written resignation to the Secretary, such resignation to specify whether it will be effective at a particular time, upon receipt by the Secretary or at the pleasure of the Board of Directors.  If no such specification is made, it shall be deemed effective at the pleasure of the Board of Directors.  When one or more directors shall resign from the Board of Directors, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective, and each director so chosen shall hold office for the unexpired portion of the term of the director whose place shall be vacated and until his successor shall have been duly elected and qualified.

Section 20.  Removal.  Subject to the Articles of Incorporation, any director may be removed by:

(a)  the affirmative vote of the holders of a majority of the outstanding shares of the Corporation then entitled to vote, with or without cause; or

(b)  the affirmative and unanimous vote of a majority of the directors of the Corporation, with the exception of the vote of the directors to be removed, with or without cause.

 
- 5 -
 
Section 21.  Meetings.

(a)  Annual Meetings.  The annual meeting of the Board of Directors shall be held immediately after the annual meeting of stockholders and at the place where such meeting is held.  No notice of an annual meeting of the Board of Directors shall be necessary and such meeting shall be held for the purpose of electing officers and transacting such other business as may lawfully come before it.

(b)  Regular Meetings.  Except as hereinafter otherwise provided, regular meetings of the Board of Directors shall be held in the office of the corporation required to be maintained pursuant to Section 2 hereof.  Unless otherwise restricted by the Articles of Incorporation, regular meetings of the Board of Directors may also be held at any place within or without the state of Nevada which has been designated by resolution of the Board of Directors or the written consent of all directors.

(c)  Special Meetings.  Unless otherwise restricted by the Articles of Incorporation, special meetings of the Board of Directors may be held at any time and place within or without the State of Nevada whenever called by the Chairman of the Board, the President or any two of the directors.

(d)  Telephone Meetings.  Any member of the Board of Directors, or of any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(e)  Notice of Meetings.  Notice of the time and place of all special meetings of the Board of Directors shall be orally or in writing, by telephone, facsimile, telegraph or telex, during normal business hours, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each director by first class mail, charges prepaid, at least three (3) days before the date of the meeting.  Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(f)  Waiver of Notice.  The transaction of all business at any meeting of the Board of Directors, or any committee thereof, however called or noticed, or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present and if, either before or after the meeting, each of the directors not present shall sign a written waiver of notice.  All such waivers shall be filed with the corporate records or made a part of the minutes of the meeting.

Section 22.  Quorum and Voting.

(a)  Unless the Articles of Incorporation requires a greater number and except with respect to indemnification questions arising under Section 43 hereof, for which a quorum shall be one-third of the exact number of directors fixed from time to time in accordance with the Articles of Incorporation, a quorum of the Board of Directors shall consist of a majority of the exact number of directors fixed from time to time by the Board of Directors in accordance with the Articles of Incorporation provided, however, at any meeting whether a quorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors, without notice other than by announcement at the meeting.

(b)  At each meeting of the Board of Directors at which a quorum is present, all questions and business shall be determined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Articles of Incorporation or these Bylaws.

 
- 6 -
 
Section 23.  Action Without Meeting.  Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and such writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 24.  Fees and Compensation.  Directors shall be entitled to such compensation for their services as may be approved by the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors.  Nothing herein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 25.  Committees.

(a)  Executive Committee.  The Board of Directors may by resolution passed by a majority of the whole Board of Directors appoint an Executive Committee to consist of one (1) or more members of the Board of Directors.  The Executive Committee, to the extent permitted by law and provided in the resolution of the Board of Directors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, including without limitation the power or authority to declare a dividend, to authorize the issuance of stock and to adopt a certificate of ownership and merger, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Articles of Incorporation (except that a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board of Directors fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation, recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets, recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution, or amending the bylaws of the corporation.

(b)  Other Committees.  The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, from time to time appoint such other committees as may be permitted by law.  Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directors and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall such committee have the powers denied to the Executive Committee in these Bylaws.

(c)  Term.  Each member of a committee of the Board of Directors shall serve a term on the committee coexistent with such member's term on the Board of Directors.  The Board of Directors, subject to the provisions of subsections (a) or (b) of this Bylaw may at any time increase or decrease the number of members of a committee or terminate the existence of a committee.  The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board of Directors.  The Board of Directors may at any time for any reason remove any individual committee member and the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of the committee.  The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(d)  Meetings.  Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any other committee appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter.  Special meetings of any such committee may be held at any place which has been determined from time to time by such committee, and may be called by any director who is a member of such committee, upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of Directors of the time and place of special meetings of the Board of Directors.  Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such special meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.  A majority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee.

Section 26.  Organization.  At every meeting of the directors, the Chairman of the Board of Directors, or, if a Chairman has not been appointed or is absent, the President, or if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the directors present, shall preside over the meeting.  The Secretary, or in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

 
- 7 -
 
ARTICLE V
OFFICERS

Section 27.  Officers Designated.  The officers of the corporation shall include the President, the Secretary, and the Treasurer.  The Board of Directors may also appoint one or more Assistant Secretaries, Assistant Treasurers and such other officers and agents with such powers and duties as it shall deem necessary.  The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate.  Any one person may hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law.  The salaries and other compensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 28.  Tenure and Duties of Officers.

(a)  General.  All officers shall hold office at the pleasure of the Board of Directors and until their successors shall have been duly elected and qualified, unless sooner removed.  Any officer elected or appointed by the Board of Directors may be removed at any time by the Board of Directors.  If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b)  Duties of President.  The President shall preside at all meetings of the stockholders and at all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present.  Unless some other officer has been elected Chief Executive Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation.  The President shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.

(c)  Duties of Secretary.  The Secretary shall attend all meetings of the stockholders and of the Board of Directors and shall record all acts and proceedings thereof in the minute book of the corporation.  The Secretary shall give notice in conformity with these Bylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice.  The Secretary shall perform all other duties given him in these Bylaws and other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors shall designate from time to time.  The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

 
- 8 -
 
(d)  Duties of Treasure.  The Treasure shall keep or cause to be kept the books of account of the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by the Board of Directors or the President.  The Treasure, subject to the order of the Board of Directors, shall have the custody of all funds and securities of the corporation.  The Treasure shall perform other duties commonly incident to his office and shall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time.

Section 29.  Delegation of Authority.  The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

Section 30.  Resignations.  Any officer may resign at any time by giving written notice to the Board of Directors or to the President or to the Secretary.  Any such resignation shall be effective when received by the person or persons to whom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time.  Unless otherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective.  Any resignation shall be without prejudice to the rights, if any, of the corporation under any contract with the resigning officer.

Section 31.  Removal.  Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI
EXECUTION OF CORPORATE INSTRUMENTS AND VOTING
OF SECURITIES OWNED BY THE CORPORATION

Section 32.  Execution of Corporate Instrument.  The Board of Directors may, in its discretion, determine the method and designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument or document, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation, except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation.

Unless otherwise specifically determined by the Board of Directors or otherwise required by law, promissory notes, deeds of trust, mortgages and other evidences of indebtedness of the corporation, and other corporate instruments or documents requiring the corporate seal, and certificates of shares of stock owned by the corporation, shall be executed, signed or endorsed by the Chairman of the Board of Directors, or the President or any Vice President, and by the Secretary or Treasurer or any Assistant Secretary or Assistant Treasurer.  All other instruments and documents requiting the corporate signature, but not requiring the corporate seal, may be executed as aforesaid or in such other manner as may be directed by the Board of Directors.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the corporation shall be signed by such person .or persons as the Board of Directors shall authorize so to do.

Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount.

Section 33.  Voting of Securities Owned by the Corporation.  All stock and other securities of other corporations owned or held by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board of Directors, the Chief Executive Officer, the President, or any Vice President.

 
- 9 -
 
ARTICLE VII
SHARES OF STOCK

Section 34.  Form and Execution of Certificates.  Certificates for the shares of stock of the corporation shall be in such form as is consistent with the Articles of Incorporation and applicable law.  Every holder of stock in the corporation shall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President or any Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned by him in the corporation.  Any or all of the signatures on the certificate may be facsimiles.  In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.  Each certificate shall state upon the face or back thereof, in full or in summary, all of the powers, designations, preferences, and rights, and the limitations or restrictions of the shares authorized to be issued or shall, except as otherwise required by law, set forth on the face or back a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional, or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.  Within a reasonable time after the issuance or transfer of uncertificated stock, the corporation shall send to the registered owner thereof a written notice containing the information required to be set forth or stated on certificates pursuant to this section or otherwise required by law or with respect to this section a statement that the corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.  Except as otherwise expressly provided by law, the rights and obligations of the holders of certificates representing stock of the same class and series shall be identical.

Section 35.  Lost Certificates.  A new certificate or certificates shall be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed.  The corporation may require, as a condition precedent to the issuance of a new certificate or certificates, the owner of such lost, stolen, or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

Section 36.  Transfers.

(a)  Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, in person or by attorney duly authorized, and upon the surrender of a properly endorsed certificate or certificates for a like number of shares.

(b)  The corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of Nevada.

 
- 10 -
 
Section 37.  Fixing Record Dates.

(a)  In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting.  If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held.  A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b)  In order that the corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to such action.  If no record date is filed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

Section 38.  Registered Stockholders.  The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of Nevada.

ARTICLE VIII
OTHER SECURITIES OF THE CORPORATION

Section 39.  Execution of Other Securities.  All bonds, debentures and other corporate securities of the corporation, other than stock certificates (covered in Section 34), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or such other person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprinted thereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an Assistant Treasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature, or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shall be issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be the imprinted facsimile of the signatures of such persons.  Interest coupons appertaining to any such bond, debenture or other corporate security, authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as may be authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person.  In case any officer who shall have signed or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interest coupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have been delivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as though the person who signed the same or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

ARTICLE IX
DIVIDENDS

Section 40.  Declaration of Dividends.   Dividends upon the capital stock of the corporation, subject to the provisions of the Articles of Incorporation, if any, may be declared by the Board of Directors pursuant to law at any regular or special meeting.  Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Articles of Incorporation.

Section 41.  Dividend Reserve.  Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such other purpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish any such reserve in the manner in which it was created.

 
- 11 -
 
ARTICLE X
FISCAL YEAR

Section 42.  Fiscal Year.  The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XI
IMMUNITY AND INDEMNIFICATION

Section 43.  Immunity of Directors and Indemnification of Directors and Officers.

(a)  Director Immunity.  Directors will be immune from monetary liabilities to the fullest extent not prohibited by Nevada law.  Excepted from that immunity are:

·  
a willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director has a material conflict of interest;
·  
a violation of criminal law unless the director had reasonable cause to believe that his or her conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful;
·  
a transaction from which the director derived an improper personal profit; and
·  
willful misconduct.

(b)  Directors and Officers.  The corporation will indemnify its directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and officers; and, provided, further, that the corporation shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under Nevada law or (iv) such indemnification is required to be made pursuant to these Bylaws.

(c)  Expense.  The corporation will advance to 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, by reason of the fact that he is or was a director or officer, of the corporation, or is or was serving at the request of the corporation as a director or executive officer of another corporation, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to be indemnified under these Bylaws.

No advance shall be made by the corporation to an officer of the corporation (except by reason of the fact that such officer is or was a director of the corporation in which event this paragraph shall not apply) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, if a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the proceeding, or (ii) if such quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad faith or in a manner that such person did not believe to be in or not opposed to the best interests of the corporation.

 
- 12 -
 
ARTICLE XII
NOTICES

Section 44.  Notices.

(a)  Notice to Stockholders.  Whenever, under any provisions of these Bylaws, notice is required to be given to any stockholder, it shall be given in writing, timely and duly deposited in the United States mail, postage prepaid, and addressed to his last known post office address as shown by the stock record of the corporation or its transfer agent.

(b)  Notice to directors.  Any notice required to be given to any director may be given by the method stated in subsection (a), or by facsimile, telex or telegram, except that such notice other than one which is delivered personally shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence of such filing, to the last known post office address of such director.

(c)  Affidavit of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the corporation or its transfer agent appointed with respect to the class of stock affected, specifying the name and address or the names and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and the time and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

(d)  Time Notices Deemed Given.  All notices given by mail, as above provided, shall be deemed to have been given as at the time of mailing, and all notices given by facsimile, telex or telegram shall be deemed to have been given as of the sending time recorded at time of transmission.

(e)  Methods of Notice.  It shall not be necessary that the same method of giving notice be employed in respect of all directors, but one permissible method may be employed in respect of any one or more, and any other permissible method or methods may be employed in respect of any other or others.

(f)  Failure to Receive Notice. The period or limitation of time within which any stockholder may exercise any option or right, or enjoy any privilege or benefit, or be required to act, or within which any director may exercise any power or right, or enjoy any privilege, pursuant to any notice sent him ill the manner above provided, shall not be affected or extended in any manner by the failure of such stockholder or such director to receive such notice.

(g)  Notice to Person with Whom Communication Is Unlawful.  Whenever notice is required to be given, under any provision of law or of the Articles of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, the giving of such notice to such person shall not be require and there shall be no duty to apply to any governmental authority or agency for a license or permit to give such notice to such person.  Any action or meeting which shall be taken or held without notice to any such person with whom communication is unlawful shall have the same force and effect as if such notice had been duly given.  In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Nevada General Corporation Law, the certificate shall state, if such is the fact and if notice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

(h)  Notice to Person with Undeliverable Address.  Whenever notice is required to be given, under any provision of law or the Articles of Incorporation or Bylaws of the corporation, to any stockholder to whom (i) notice of two consecutive annual meetings, and all notices of meetings or of the taking of action by written consent without a meeting to such person during the period between such two consecutive annual meetings, or (ii) all, and at least two, payments (if sent by first class mail) of dividends or interest on securities during a twelve-month period, have been mailed addressed to such person at his address as shown on the records of the corporation and have been returned undeliverable, the giving of such notice to such person shall not be required.  Any action or meeting which shall be taken or held without notice to such person shall have the same force and effect as if such notice had been duly given.  If any such person shall deliver to the corporation a written notice setting forth his then current address, the requirement that notice be given to such person shall be reinstated.  In the event that the action taken by the corporation is such as to require the filing of a certificate under any provision of the Nevada General Corporation Law, the certificate need not state that notice was not given to persons to whom notice was not required to be given pursuant to this paragraph.

 
- 13 -
 
ARTICLE XII
AMENDMENTS

Section 45.  Amendments.  The Board of Directors shall have the power to adopt, amend, or repeal these Bylaws.

ARTICLE XIV
LOANS TO OFFICERS

Section 46.  Loans to Officers.  The corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of the corporation or of its subsidiaries, including any officer or employee who is a Director of the corporation or its subsidiaries, whenever, in the judgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation.  The loan, guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shall approve, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these Bylaws shall be deemed to deny, limit or restrict the powers of guaranty or warranty of the corporation at common law or under any statute.

 
- 14 -
 

 EX-4.1 4 exhibitfourone.htm EX 4.1 exhibitfourone.htm
INCORPORATED UNDER THE LAWS OF
State of Nevada

NUMBER                                                                                                                                    60;                                                                                                                                                                                                                                                       SHARES



X-NET SERVICES CORP.

25,000,000 common authorized
par value $0.001 per share


This Certifies that___________________________________ is the Registered holder of _________________________Shares Transferable only on the books of the Corporation by the holder hereof in person or by Attorney upon surrender of this Certificate properly endorsed.

IN WITNESS WHEREOF, the said Corporation has caused this Cerfificate to be signed by its duly authorized officers and its Corporate Seal to be hereunto affixed this ________day of _______________________, A.D.__________.



____________________________________                                                                                                                                                                                                                                                                               ____________________________________
Secretary                                                                                                                                            60;                                                                                                                                                                                                   President

Shares $.001 par value each


 EX-5.1 5 exhibitfiveone.htm EX 5.1 exhibitfiveone.htm
Gary R. Henrie
Attorney at Law
3518 N. 1450 W.                                                                                                                                                                         & #160;                                                                                                                                                                          0;                                     Telephone:  702-616-3093
Pleasant Grove, UT  84062                                                                                                                                                                      &# 160;                                                                                                                                                                           ;                     Facsimile:  (801)  796-0842
                                                                                                                                                                                                                                                                                                                         60;                                                                                          E-mail:  grhlaw@hotmail.com

May 1, 2008

Thermal Tennis Inc.
4950 Golden Springs Drive
Reno, NV  89509

Re:     Thermal Tennis Inc., Registration Statement on Form S-1

Ladies and Gentlemen:

I have acted as counsel for Thermal Tennis Inc., a Nevada corporation (the "Company"), in connection with the preparation of the registration statement on Form S-1 (the "Registration Statement") to be filed with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the offering of 600,000 shares of the Company’s common stock.

In rendering the opinion set forth below, I have reviewed: (a) the Registration Statement and the exhibits attached thereto; (b) the Company's Articles of Incorporation; (c) the Company's Bylaws; (d) certain records of the Company's corporate proceedings as reflected in its minute books; and (e) such statutes, records and other documents as I have deemed relevant.  In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as originals, and conformity with the originals of all documents submitted to me as copies thereof.  In addition, I have made such other examinations of law and fact, as I have deemed relevant in order to form a basis for the opinion hereinafter expressed.

Based upon the foregoing, I am of the opinion that the common stock to be sold by the Company, upon proper payment therefore, will be validly issued, fully paid and nonassessable.  This opinion is based on Nevada general corporate law.

Very truly yours,


/s/ Gary R. Henrie
Gary R. Henrie, Esq.


I hereby consent to the use of this opinion as an Exhibit to the Registration Statement and to all references to this Firm under the caption Interests of Named Experts and Counsel in the Registration Statement.

Very truly yours,


/s/ Gary R. Henrie
Gary R. Henrie, Esq.

 EX-21.1 6 exhibittwentyoneone.htm EX 21.1 exhibittwentyoneone.htm
LIST OF SUBSIDIARIES

THERMAL TENNIS INC.

Thermal Tennis Inc. has no subsidiaries.
 EX-23.1 7 exhibittwentythreeone.htm EX 23.1 exhibittwentythreeone.htm
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT



We hereby consent to the use in this Registration Statement of Thermal Tennis Inc. on Form S-1, of our report, dated April 11, 2008, which includes an emphasis paragraph relating to an uncertainty as to the Company’s ability to continue as a going concern, appearing in the Prospectus, which is part of this Registration Statement.

We also consent to the reference to our Firm under the caption “Experts” in the Prospectus.



/s/ HJ & Associates, LLC
HJ & Associates, LLC
Salt Lake City, Utah
May 7, 2008



 -----END PRIVACY-ENHANCED MESSAGE-----