SB-2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549

FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

TENANTWIZ SOFTWARE CORP.
(Name of small business issuer in its charter)

Nevada	7370	26-0830987
State or Jurisdiction of incorporation or organization	Primary Standard Industrial Classification Code Number	I.R.S. Employer Identification No.

17022 Calahan Street
Northridge, CA 91325
(Address and telephone number of principal executive offices)

650 South Hill Street, #J-4
Los Angeles, CA 90014
(Address of principal place of business or intended principal place of business

CSC Services of Nevada, Inc.
502 East John Street
Carson City, NV 89706
(775) 882-3072
(Name, address and telephone number of agent for service)

Approximate date of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

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. [ ]

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. [ ]

If delivery of the Prospectus is expected to be made pursuant to Rule 434, check the following box. [ ]

CALCULATION OF REGISTRATION FEE

Title of each Class of securities to be registered	Dollar Amount to be registered	Proposed maximum offering price per unit (1)(2)	Proposed aggregate offering price (1)(2)(3)	Amount of registration fee
Common	8,000,000	$0.001	$8,000	$0.25

1. The offering price has been arbitrarily determined by the Selling Security Holders and bears no relationship to assets, earnings, or any other valuation criteria. No assurance can be given that the shares offered hereby will have a market value or that they may be sold at this, or at any price.
2. We will not receive any of the proceeds from the sale of common stock by the Selling Security Holders.
3. Estimated solely for the purpose of calculating the registration fee based on Rule 457(o). Whereas all the securities are being offered by existing security holders and if the security holders offer, if any, securities to the general public, the registration fee is to be calculated upon the basis of the proposed offering price to the general public.

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. These securities may not be sold as a part of this Offering until the registration statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and is not a solicitation of an offer to buy these securities in any state where the offer or sale is not permitted.

SELLING STOCKHOLDERS PROSPECTUS

Subject to Completion dated October _____, 2007

TENANTWIZ SOFTWARE, CORP.
8,000,000 shares of Common Stock
$.001 Per Share

TenantWIZ Software Corp.(the "Company" or "TenantWIZ") is registering 8,000,000 shares of common stock (the "Shares") on behalf of certain selling security holders ("Selling Security Holders") which are individually named under the section titled "Selling Security Holders" within this registration statement. All of the Shares in this Offering are offered by the Selling Security Holders. The Offering price for the Shares will be $0.001 per Share until the Shares are quoted on the Over-the-Counter Bulleting Board ("OTC:BB") or an exchange. The Selling Security Holders may sell at prevailing market prices or privately negotiated prices only after the Shares are quoted on either the OTC:BB or an exchange.

The Selling Security Holders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. We will not receive any proceeds from the sale of any of the Shares held by the Selling Security Holders.

The Offering will conclude six months from the date of the Offering. The Board of Directors shall have the authority to extend the offering for up to an additional six months, at the discretion of the Board of Directors.

There has previously been no public market for our common stock. Our common stock is presently not traded on any market or securities exchange.

PLEASE READ THIS PROSPECTUS CAREFULLY

This investment involves a high degree of risk. You should purchase shares only if you can afford a complete loss of your investment. See "Risk Factors" starting on page 5.

Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved these securities, or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

TenantWIZ does not plan to use this Offering Prospectus before the Effective Date.

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TALBE OF CONTENTS

	Page
Summary Information and Risk Factors	3
Use of Proceeds	9
Determination of Offering Price	9
Dilution	10
Selling Security Holders	10
Plan of Distribution	13
Legal Proceedings	15
Directors, Executive Officers, Promoters and Control Persons	15
Security Ownership of Certain Beneficial Owners and Management	16
Description of Securities	17
Interests of Name Experts and Counsel	18
Disclosure of Commission Position of Indemnification for Securities Act Liabilities	18
Organization Within Last Five Years	19
Description of Business	19
Management's Discussion and Analysis or Plan of Operation	21
Description of Property	22
Certain Relationships and Related Transactions	22
Market for Common Equity and Related Stockholder Matters	22
Executive Compensation	23
Financial Statements	24
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	24

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PART I - INFORMATION REQUIRED IN PROSPECTUS

Summary Information and Risk Factors

This summary provides an overview of selected information contained elsewhere in this Prospectus. It does not contain all the information you should consider before making a decision to purchase the Shares being Offered. You should read, very carefully and thoroughly, the more detailed information in this Prospectus and review our financial statements contained herein.

Summary Information about TenantWIZ

TenantWIZ Software Corp. is a developer of intelligent Web-based software solutions. Our flagship Internet software, TenantWIZ, is an Active Server Pages (ASP), Microsoft(R) SQL Server 2005 technology-based vacation rental software suite which allows individuals with no experience of complex programming languages or Website design knowledge to easily build, market & maintain a professional looking & functional vacation rental Website. TenantWIZ(tm) facilitates the utilization of a powerful suite of online tools to showcase properties via a high-end Website, while facilitating online reservations and reservations over the phone, managing those reservations, issuing electronic contractual agreements, obtaining digital signatures, managing renters & owners, accepting online and manual payments, tracking leads, and much more.

TenantWIZ is a Nevada corporation incorporated on May 21, 2007. Our principal offices are located at 650 South Hill Street, #J-4, Los Angeles, California, 90014.

Summary of the Offering by the Selling Security Holders

We have 10,000,000 shares of common stock issued and outstanding and are registering 8,000,000 of these shares on behalf of 32 individuals ("Selling Security Holders") named in the section titled "Selling Security Holders" contained within this Prospectus. The Selling Security Holders intend to sell all 8,000,000 Shares after this registration becomes effective. The stated offering price for the Shares is $0.001 per Share. We will not receive any proceeds from the sale of the Shares by the Selling Security Holders.

Securities being offered by the Selling Security Holders, common stock, par value $0.001	Up to 8,000,000 common shares issued to investors in a private placement (the "Shares").
Offering Price per Share by the Selling Security Holders	The price, if and when the Selling Security Holders sell the Shares of common stock, is set at $0.001. However, the Selling Security Holders will be responsible to determine if and when, and at what price, they sell their Shares.
Number of shares of Company common stock outstanding before the Offering of common stock, par value $0.001	10,000,000 common shares are currently issued and outstanding. 8,000,000 of the issued and outstanding shares are being offered for sale under this Prospectus by the Selling Security Holders.

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Minimum number of Shares to be sold in this Offering.	There is no public market for the Company's common shares. The Offering Price is set at $0.001 per Share. If, and when, the Shares are quoted on the Over-The-Counter Bulletin Board (OTC:BB) or an exchange each of the Selling Security Holders will make their own decisions on when, and for how much, to sell their Shares.
Use of Proceeds	We will not receive any proceeds from the sale of the Shares by the Selling Security Holders. The expenses of this Offering, including the preparation of this Prospectus and the filing of this registration statement, estimated at $28,000, are being paid for by the Company.
Termination of the Offering	The Offering will conclude six months from the date of the Offering, unless extended by the Board of Directors for an additional six months.
Terms of the Offering	The Selling Security Holders will commence selling the Shares upon the approval of this registration statement.

You should rely only upon the information contained in this Prospectus. We have not authorized anyone to provide you with information different from that which is contained in this Prospectus. The Selling Security Holders are offering to sell shares of common stock and seeking offers to buy shares of common stock only in jurisdictions where offers and sales are permitted. The information contained in this Prospectus is accurate only as of the date of this Prospectus, regardless of the time of delivery of this Prospectus, or of any sale of the common stock.

Summary of Financial Information

The following summary financial information for the periods stated summarizes certain information from our financial statements included elsewhere in this Prospectus. You should read this information in conjunction with Management's Plan of Operations and the financial statements and related notes thereto included elsewhere in this Prospectus.

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As of and for the Period of May 21, 2007 (Inception) through August 31, 2007

BALANCE SHEET		As of August 31, 2007
Total Assets	$	2,625
Total Liabilities	$	-
Shareholders' Equity	$	2,625
		Period of May 21, 2007 (Inception) through August 31, 2007
Operating Data
Revenues	$	-
Net Loss	$	(2,125)
Net Loss Per Share	$	(0.00)

As shown in the financial statements accompanying this Prospectus, we have had no revenues to date and have incurred only losses since our inception. We have conducted no active business operations and our accountants have issued us a "going concern" opinion, based upon our reliance on the sale of our common stock as the sole source of funds for our future operations.

Risk Factors

Investment in the securities offered hereby involves certain risks and is suitable only for investors of appropriate financial means. Prospective investors ("Investors") should carefully consider the following risk factors in addition to the other information contained in this Prospectus, before making an investment decision concerning the Shares.

Investors may lose their entire investment if we fail to implement our business plan.

TenantWIZ was formed in May 2007.  We have no active business operations record on which you can evaluate our business and prospects. Our prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development. These risks include, without limitation: competition, the absence of ongoing revenue streams, inexperienced management and lack of brand recognition. TenantWIZ cannot guarantee that we will be successful in executing our proposed business and accomplishing our objectives. To date, we have not generated any revenues and may incur losses in the foreseeable future. If we fail to implement and create a base of operations for our proposed business, we may be forced to cease operations, in which case investors may lose their entire investment.

We lack adequate financing to fully implement our business plan.

Our current operating funds are adequate for corporate existence over the next twelve months. TenantWIZ's cash balance as of August 31, 2007, is $2,625. We will require additional financing in order to fully implement our business plans and strategy. The Company is currently spending approximately $2,500 per month. We will need funds in order to enter into leasing agreements for our offices and to furnish and equip those offices. Opening a sales office requires approximately $10,000 and we anticipate incurring operational losses for a period of 6 months before the TenantWIZ software platform generates enough cash flow to sustain our operations. Unless we can generate sufficient revenues to fully implement our business and fund ongoing operations we will need to alter our business plan and/or obtain additional financing. Such additional financing may take the form of selling additional securities, obtaining loans from third parties or other types of financing. There is no guarantee the Company will be able to obtain such financing or that any financing will be available on terms which are acceptable and/or beneficial to the Company. If we are unable to generate sufficient revenue and obtain adequate financing on terms that are acceptable it will likely have a negative effect on our business and we will be forced to curtail or suspend our operations which could cause Investors to lose some or all of their investment in the Company.

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Since we lack an operating history, we face a high risk of business failure, which may result in the loss of your investment.

TenantWIZ Software Corp. is a development stage company and has not yet begun to open sales offices but does deliver limited services. Thus, we have limited information by which to evaluate the likelihood that we will be able to operate the business successfully. We were incorporated on May 21, 2007, and to date have been involved primarily in organizational activities and market research. Based upon current plans, we expect to incur operating losses for the foreseeable future. We will incur these losses due to expenses associated with setting up our computerized payment systems, opening and staffing our sales offices and paying salaries and benefits to our future employees.

We cannot guarantee that we will be successful in generating revenue in the future, or in obtaining additional financing, adequate to pay for our business operations and planned expenditures. As of the date of this Prospectus, we have earned no revenue. Failure to generate revenue, or obtain financing, will cause us to curtail or suspend operations which could result in the total or partial loss of your investment.

TenantWIZ may not be able to attain profitability without additional funding, which may be unavailable.

We have limited capital resources. To date, we have not generated cash from operations. Unless we begin to generate sufficient revenues to finance operations as a going concern, we may experience liquidity and solvency problems. Such liquidity and solvency problems may force us to curtail or suspend our operations if additional financing is not available. We have no intention of liquidating. In the event our cash resources are insufficient to continue active operations, we intend to obtain financing through loans or an attempt to raise addition capital through additional offerings and sales of equity or debt securities. In the event we are unable to obtain sufficient funding, we will be forced to curtail or suspend business operations which may result in a partial or total loss of Investors' investment(s) in the Company.

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Members of Our Management Team Have Outside Business Obligations.

Mr. Kanaat, currently our sole officer and director, has other outside business activities and is devoting only approximately 15-25 hours per week to our operations. Our operations may be sporadic and occur at times which are not convenient to Mr. Kanaat, which may result in periodic interruptions or suspensions of our business plan. If the demands of the Company's business require the full time of our executive officer, he is prepared to adjust his timetable in order to devote more time to conducting our business operations. In the future, as other people join our management team, additional members of management may not devote all of their working time to our business and operations.

Such limited focus on the Company's operations may result in periodic interruptions in the implementation of the Company's business plans and active operations. Such delays and/or interruptions may have a negative effect on the Company's ability to fully implement its business plan and/or the ability to generate sufficient revenues to continue operations.

The costs and expenses of SEC reporting and compliance may inhibit our operations.

If and when this registration statement is declared effective, we will thereafter be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The costs of complying with such requirements may be substantial. In the event we are unable to establish a base of operations that generates sufficient cash flows or cannot obtain additional equity or debt financing, the costs of maintaining our status as a reporting entity may inhibit our ability to continue our operations and/or our ability to remain current with our filing requirements. The failure to remain current in our filing requirements with the SEC may cause the suspension of the ability for our common stock to be quoted and/or traded on any exchange and/or the OTC:BB.

You may not be able to sell your shares in the Company because there is no public market for our stock.

There currently is no public market for our common stock. A public market for our stock may never develop. Therefore, the current and potential market for our common stock is limited. In the absence of our stock becoming listed on an exchange and/or quoted on the OTC:BB, no market is likely to develop for current Company shareholders and/or Investors to be able to buy and sell shares of our common stock. We cannot guarantee that a meaningful trading market for our common stock will ever develop.

If a trading market for our common stock ever develops, which we cannot guarantee, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control. In addition, the stock market may experience extreme price and volume fluctuations, which, without a direct relationship to the operating performance, may affect the market price of our stock.

Investors may have difficulty liquidating their investment because our stock will be subject to penny stock regulation.

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The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks. Penny stocks generally are 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 system). The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, 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 such rules, the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in any secondary market for a stock that becomes subject to the penny stock rules, and accordingly, customers in Company securities may find it difficult to sell their securities, if at all.

If we cannot effectively promote our vacation management services, we will not attract customers.

Our success will depend on several factors, including consumers' perception of our role in the "vacation rental by owners community" and acceptance of our services. We believe that the public's acceptance of our services depends on several factors, including the overall simplicity and expediency of our property management platform, the pricing of such services, the convenience of the World Wide Web (the "Internet") and the effectiveness of our marketing efforts. Our services may not achieve broad market acceptance. A decline in the demand for our vacation property management services, or our failure to achieve public acceptance for our Internet platforms services, would have a material and adverse effect on our business, operating results and financial condition.

Changing economic conditions may have an adverse effect on our business.

Changing economic conditions may adversely affect our business. The risks associated with our business may become more significant in an economic slowdown or recession. In the event of an economic slowdown or recession we may suffer a decrease in annual vacation rates. The frequency and severity of our losses may be higher under adverse economic conditions than those experienced by larger vacation lodging companies generally because of our limited marketing resources compared to that of large hotels and their vacation agencies. Any sustained period of economic slowdown or recession could have a material and adverse effect on our business, operating results and financial condition.

Our quarterly operating results may fluctuate significantly and any failure to meet financial expectations for any fiscal quarter may have a negative effect on any existing market for our common stock.

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We face significant competition from other companies that provide vacation rental management software.

In addition to other vacation rental management software companies, we compete with hotels, bed and breakfasts, Internet advertising, newspapers, travel magazines and other vacation services and retail businesses that provide self-directed resort property management and advertising. We believe that the vacation software management industry will become more competitive as the industry consolidates, and we could face additional competition as increasing numbers of Internet-based software firms enter our market place. The entry of such competitors into our markets could have a material adverse effect on our business, operating results and financial condition. Many of our competitors have larger and more established customer bases and substantially greater financial, marketing and other resources than us.

Special note regarding forward-looking statements

This Prospectus contains forward-looking statements about our business, financial condition and prospects that reflect our management's assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, our actual results may differ materially from those indicated by the forward-looking statements.

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our proposed services and the products we expect to market, our ability to establish a customer base, management's ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

There may be other risks and circumstances that management may be unable to predict. When used in this Prospectus, words such as, "believes," "expects," "intends," "plans," "anticipates," "estimates" and similar expressions are intended to identify and qualify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

Use of Proceeds

The Shares being registered pursuant to this registration statement will be sold, if at all, by the Selling Security Holders. As such, the Company will not receive any proceeds from any sales of shares pursuant to this Offering.

Determination of Offering Price

The Offering Price of the Shares has been determined arbitrarily. The price does not bear any relationship to our assets, book value, earnings, or other established criteria for valuing a privately held company. Accordingly, the Offering Price should not be considered an indication of the actual value of our securities.

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Dilution

All of the Shares being registered and offered as a part of this Offering are already issued and outstanding. The Company is not registering any shares of its common stock for later sale by the Company. As such there will be no dilution to our shareholders as a result of this Offering, except with respect to the Selling Security Holders and then only if and when such Selling Security Holders voluntarily choose to sell any or all of their holdings of the Shares.

Selling Security Holders

We are registering the Shares on behalf of the Selling Security Holders who are listed below. The Selling Security Holders may offer their Shares for sale on a continuous or delayed basis pursuant to Rule 415 under the 1933 Act.

To date, we have not taken any steps to list our common stock on any public exchange. We intend to apply for listing on a public exchange as soon as meeting listing requirements; however, there is no assurance that a public exchange will grant us a listing. Moreover, the Selling Security Holders will be limited to selling the shares at $0.001 per share (the set offering price per share pursuant to this Prospectus) until the shares are quoted on the Over-The-Counter Bulletin Board (OTC:BB) or an exchange.

As of the date of this Prospectus, our sole officer and director, Robert Kanaat, owns 2,000,000 shares of our common stock, all of which are subject to Rule 144 restrictions. Currently our shares of common stock are held by a total of 33 shareholders , including Mr. Kanaat.

Percentage ownership in the following table, of the Selling Security Holders, is calculated on shares issued and outstanding as of the date of this Prospectus, of 10,000,000.

Name and Address of Beneficial Owners of Common Stock	Ownership Before Offering	% Before Offering (1)	Total Shares Offered for Sale	Total Shares After Offering (2)	% Owned After Offering (2)
Peter Kanaat 1601 North Fuller Ave. #401 Los Angeles, CA 90046	250,000	2.5%	250,000	0	0%
Mehtap Kanaat 17022 Calahan Street Northridge, CA 91325	250,000	2.5%	250,000	0	0%
Christopher Grupp 2201 South Beverly Glen, Suite 301 Los Angeles, CA 90064	250,000	2.5%	250,000	0	0%
Steve May 51285 Avenida Rubio Laguina, CA 92253	250,000	2.5%	250,000	0	0%
Glen Zarbatany 120 Rue Des Angolies Ile-Perrot, Quebec Canada J7V 9P3	250,000	2.5%	250,000	0	0%

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Sylie Preston 50 Vicking Place Dollard Des Armaux, Quebec Canada H9G 2P1	250,000	2.5%	250,000	0	0%
Marc Simmons 52 Prospect Ave. Bryn Mawr, PA 19010	250,000	2.5%	250,000	0	0%
Ken Waters Cosmopolitan Hotel, #270 Castor, Alberta Canada T0C 0X0	250,000	2.5%	250,000	0	0%
Peter Deacey 230 Westcrot Road Beaconsfiled, Quebec Canada H9W 2M4	250,000	2.5%	250,000	0	0%
John Manker 150 Clark Road Edmondton, Alberta Canada T6N 1E2	250,000	2.5%	250,000	0	0%
Judy Waters 2118 - 102nd Crescent North Battleford, SK S9A 1J5 Canada	250,000	2.5%	250,000	0	0%
Kim Houghton 2610 Du Ruisseau Street St. Lazare, Quebec V5M 3S1 Canada	250,000	2.5%	250,000	0	0%
Ulrich Kamps Hohlstrasse 40 - 41239 Moenchengledbach NRW, Germany	250,000	2.5%	250,000	0	0%
Thomas Lessenich Tomper STR. 1109 - 41169 Moenchengledbach NRW, Germany	250,000	2.5%	250,000	0	0%
Bruno Steinhauser Muelgaustr. 129 - 41199 Moenchengledbach NRW, Germany	250,000	2.5%	250,000	0	0%
Ingeborg Kreutz Waterbratr 129 - 41239 Moenchengledbach NRW, Germany	250,000	2.5%	250,000	0	0%
Will Junker Hoferland 23 - 41366 Schwalmtal NRW, Germany	250,000	2.5%	250,000	0	0%
Erich Kreutz Koblenzer Strasse 131 -53177 Bonn NRW, Germany	250,000	2.5%	250,000	0	0%
Arno Balzer Baeumchesweg 89 - 4199 Moenchengledbach NRW, Germany	250,000	2.5%	250,000	0	0%
Edith Steinhauser Gartenstr. 139, Moenchengledbach NRW Germany	250,000	2.5%	250,000	0	0%
Dietmar Schneider Nelkenweg 15 - 41372 Niederkruchten NRW, Germany	250,000	2.5%	250,000	0	0%

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Michael Schwartz Boeningstr. 151 - 41239 Moenchengledbach NRW, Germany	250,000	2.5%	250,000	0	0%
Alfonso De Palma La Plata 9 Panam, Republic of Panama	250,000	2.5%	250,000	0	0%
Rodriquez De Leon 1012 San Louis, Punta Pacifica Panama, Republic of Panama	250,000	2.5%	250,000	0	0%
Elena Rostichio San Marcoes De Rosa 11 Panama, Republic of Panama	250,000	2.5%	250,000	0	0%
Louisa San Simone El Roscato 48 Panama, Republic of Panama	250,000	2.5%	250,000	0	0%
Jamie Paz Suarez #17 Alabossa, Punta Pacifica Panama, Republic of Panama	250,000	2.5%	250,000	0	0%
Pablo Suarez #35 Planta Vesta Gadenia Panama, Republic of Panama	250,000	2.5%	250,000	0	0%
Alfonso Ruisio #34 Calienta Plaza, 20122 Milano, Italy	250,000	2.5%	250,000	0	0%
Sergio Verona 20122 Milano Corso Vittorio Emmanuele 23 Italy	250,000	2.5%	250,000	0	0%
Alfredo Sangiovanni 1 - 62012 Civitanova Marche (MC) Via S. Plicana 6, Italy	250,000	2.5%	250,000	0	0%
Stefano Grosini 20122 Milano Corso Italia 12 Italy	250,000	2.5%	250,000	0	0%
Totals	8,000,000	80%	8,000,000	0	0%

(1)    Based on 10,000,000 common shares outstanding prior to the primary offering.

(2)    Assumes all shares offered are sold.

Except as pursuant to applicable community property laws, the persons named in the above table have sole voting and investment power with respect to all of the Shares.

As a group, the 32 Selling Security Holders are hereby registering 8,000,000 common shares. The price per Share is $0.001 and will remain so unless and until the Shares are quoted on the OTC:BB or an exchange. The Selling Security Holders may sell at prevailing market prices or privately negotiated prices only if and after the shares are quoted on either the OTC:BB or an exchange.

The Shares owned by the Selling Security Holders are being registered pursuant to Rule 415 of the General Rules and Regulations of the Securities and Exchange Commission, which Rule pertains to delayed and continuous offerings and sales of securities. In regard to the shares offered under Rule 415, we undertake in Part II of this registration statement to keep this registration statement current during any period in which offers or sales are made pursuant to Rule 415.

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In the event the Selling Security Holders receive payment for the sale of their Shares, we will not receive any of the proceeds from such sales. We are incurring all expenses in connection with the registration of the Shares of the Selling Security Holders.

To our knowledge, except for our officer and director, none of the Selling Security Holders have either (1) had a material relationship with us, other than as a shareholder as noted above, at any time since inception (May 21, 2007) or (2) ever been an officer or director of us.

Family Relationships

The following Selling Security Holders are related to our director and officer as follows:

(1)    Mehtap Kanaat is the mother of Robert Kanaat.

(2)    Peter Kanaat is the brother of Robert Kanaat.

Our officer and director does not have any beneficial ownership, as that term is defined Rule 13(d)(3) of the 1934 Exchange Act, in the shares owned by his mother or brother.

Plan of Distribution

We are registering 8,000,000 shares of common stock for possible resale at the price of $0.001 per Share. The Company has, as of the date of this Prospectus, issued and outstanding 10,000,000 shares of its common stock. The Selling Security Holders currently own, and will be offering, up to a total of 80% of our issued and outstanding common stock. There are no arrangements to address the possible effect of the Offerings on the price of the stock.

We will not receive any proceeds from the sale of the Shares by the Selling Security Holders. The price per share is $0.001 and will remain so unless and until the Shares are quoted on the OTC:BB or an exchange. The Selling Security Holders may sell at prevailing market prices or privately negotiated prices only after the Shares are quoted on either the OTC:BB or an exchange. However, our common stock may never be quoted on the OTC:BB or listed on any exchange.

When and if our common stock is quoted on the OTC:BB or listed on an exchange, the Selling Security Holders' Shares may be sold to purchasers from time to time directly by, and subject to the discretion of, the Selling Security Holders. Further, the Selling Security Holders may occasionally offer their Shares for sale through underwriters, dealers or agents, who may receive compensation in the form of underwriting discounts, concessions or commissions from the Selling Security Holders and/or the purchasers of the Shares for whom they may act as agents. The Shares sold by the Selling Security Holders may be sold occasionally in one or more transactions, either at any Offering Price that is fixed or that may vary from transaction to transaction depending upon the time of sale, or at prices otherwise negotiated at the time of sale. Such prices will be determined by the Selling Security Holders or by agreement between the Selling Security Holders and any underwriters.

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In the event that the Selling Security Holders enter into an agreement, after the effective date of this Registration Statement, to sell their Shares through a broker-dealer that acts as an underwriter, we will file a post-effective amendment to this Registration Statement and file the agreement as an exhibit to the amended Registration Statement. The amendment will identify the underwriter, provide the required information on the plan of distribution and revise the appropriate disclosures in the Registration Statement.

Any underwriter, dealer, or agent who participates in the distribution of the securities registered in this Registration Statement may be deemed to be an "underwriter" under the Securities Act. Further, any discounts, commissions, or concessions received by any such underwriter, dealer or agent may be deemed to be underwriting discounts and commissions under the Securities Act. If and when a particular offer is made by or on behalf of the Selling Security Holders, we will prepare a registration statement, including any necessary supplements thereto, setting forth the number of shares of common stock and other securities offered and the terms of the offering, including:

(a)    The name or names of any underwriters, dealers, or agents, the purchase price paid by any underwriters for the shares purchased from the Selling Security Holders; and

(b)    Any discounts, commissions, and other items constituting compensation from the Selling Security Holders; and

(c)    Any discounts, commission, or concessions allowed, realized or paid to dealers; and

(d)    The proposed selling price to the public.

Pursuant to Regulation M of the General Rules and Regulations of the Securities and Exchange Commission, no person engaged in a distribution of securities on behalf of a Selling Security Holder may simultaneously bid for, purchase or attempt to induce any person to bid for or purchase securities of the same class during the period of time starting five business days prior to the commencement of such distribution and continuing until the Selling Security Holder, or other person engaged in the distribution, is no longer a participant in the distribution.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in such states only through registered or licensed brokers or dealers in those states. In addition, in certain states, the securities may not be able to be offered or sold unless they have been registered or qualified for sale in such states or an exemption from such registration or qualification requirement is available and with which the Company has complied.

In addition and without limiting the foregoing, the Selling Security Holders will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when this Registration Statement is effective.

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We will pay all expenses incidental to the registration of the Shares (including registration pursuant to the securities laws of certain states) other than commissions, expenses, reimbursements and discounts of underwriters, dealers or agents, if any.

Legal Proceedings

Our officers, employees and directors have not been convicted in any criminal proceeding, exclusive of traffic violations.

Our officers, employees and directors have not been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.

Our officers, employees and directors have not been convicted of violating a federal or state securities or commodities law.

There are no pending legal proceedings against us.

No director, officer, significant employee or consultant of TenantWIZ has had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

Directors, Executive Officers, Promoters and Control Persons

Our directors serve until their successors are elected and qualified. Our Board of Directors (the "Board") elects our officers to a term of one (1) year and they serve until their successors are duly elected and qualified, or until they are removed from office. The Board has no nominating or compensation committee at this time. Our current Audit Committee consists of our sole officer and director.

The name, address, age and position of our present officers and directors are set forth below:

Name and Address	Age	Position(s)
Robert Kanaat 17022 Calahan Street Northridge, CA 91325	30	President, CEO, Secretary, Treasurer, Director

Mr. Kanaat has held his position as sole officer and director since inception and is expected to hold his office at least until the next annual meeting of our shareholders.

Background

ROBERT KANAAT, PRESIDENT, CEO, DIRECTOR, SECRETARY/TREASURER

Mr. Kanaat earned a Bachelor of Arts degree in Political Science (2000) from New York University's College of Arts and Sciences. Mr. Kanaat began his entrepreneurial activities in 2001

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 when he founded iSculptors, Inc., a firm specializing in interactive Web design services, developing feature-rich websites and web applications with Active Server Pages (ASP), Macromedia Flash, Databases, and other Web-based technologies. In 2004, Mr. Kanaat was the co-founder and CEO of Elemental Software, Inc., a Los Angeles-based Internet technology company which developed proprietary Web-based Shopping Cart software which was marketed within North America. Mr. Kanaat created all of the product and service offerings and assisted in recruiting talented personnel at important stages in the development of the business. Since May 2007, Mr. Kanaat has been the founder and President of TenantWIZ Software Corp. which is the proprietary developer of a web-based Vacation Rental software system, Tenantwiz.com.

Conflicts of Interest

At the present time, we do not foresee a direct conflict of interest with our sole officer and director. The only conflict that we foresee is Mr. Kanaat's devotion of time to projects that do not involve us. In the event that Mr. Kanaat ceases devoting time to our operations, he has agreed to resign as an officer and director.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth, as of the date of this Prospectus, the total number of shares of our common stock owned beneficially by our officers and directors, and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The shareholders listed below have direct ownership of their shares and possess sole voting and dispositive power with respect to the shares.

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class (1)
Common	Robert Kanaat (2)	2,000,000	20%
Common	Officers and Directors as a Group - (2)	2,000,000	20%

(1)    Based on 10,000,000 shares of common stock issued and outstanding as of August 31, 2007. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

(2)    Mr. Kanaat indirectly owns his shares through E-Resolve, Inc., a private corporation. Mr. Kanaat is the sole officer/director of that corporation and has sole investment and voting power of the shares owned by it.

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Future Sales by Existing Shareholders

A total of 2,000,000 shares have been issued to our sole officer and director, all of which are restricted securities, as that term is defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Act. Under Rule 144, such shares can be sold, in a broker assisted transaction, subject to volume restrictions on the manner of sale, commencing one year after their acquisition. Any sale of shares held by the existing stockholders (after applicable restrictions expire) and/or the sale of Shares purchased in this Offering (which would be immediately resalable after the offering), may have a depressive effect on the price of our common stock in any market that may develop, of which there can be no assurance.

Description of Securities

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share. The holders of our common stock

• Have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors;
• Are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;
• Do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights;
• And are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

We refer you to the Bylaws of our Articles of Incorporation and the applicable statutes of the State of Nevada for a more complete description of the rights and liabilities of holders of our securities.

Cash Dividends

As of the date of this Prospectus, we have not declared or paid any cash dividends to stockholders. The declaration of any future dividend will be at the discretion of our Board of Directors and will depend upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Anti-Takeover Provisions

There are no anti-takeover provisions in our governing documents or under Nevada corporate law that, currently, may have the affect of delaying or preventing a change in our control. Provisions 78.378 through 78.379 of the Nevada Revised Statutes relate to control share acquisitions that may serve to delay or make more difficult attempts to acquire us or effect a change in control of the Company. However, these provisions only apply when we have 200 or more stockholders of record, at least 100 of whom have addresses in the State of Nevada appearing on our stock ledger, and we do business in this state directly or through an affiliated corporation. It is unlikely we will meet all of those conditions in the foreseeable future.

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Reporting

After we complete this Offering, we will not be required to furnish you with an annual report. Further, we will not voluntarily send you an annual report. We will be required to file reports with the SEC under section 15(d) of the Securities Act. We will file the reports electronically. The reports we will be required to file are Forms 10-KSB, 10-QSB, and 8-K. You may read copies of any materials we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet site that will contain copies of the reports we file electronically. The address for the Internet site is www.sec.gov.

Stock Transfer Agent

Our transfer agent is Island Stock Transfer, 100 Second Avenue South, Suite 104N, St. Petersburg, FL 33701, (727) 289-0010.

Stock Option Plan

Our Board of Directors has not adopted a stock option plan. We have no plans to adopt a stock option plan but may choose to do so in the future.

Stock Awards Plan

We have not adopted a Stock Awards Plan, but may do so in the future.

Interest of Named Experts and Counsel

Our financial statements have been audited for the period ending August 31, 2007 by Child, Van Wagoner and Bradshaw, PLLC, Certified Public Accountants, as set forth in their report included in this Prospectus. Their report is given upon their authority as experts in accounting and auditing.

Parsons/Burnett, LLP has acted as our legal counsel. James B. Parsons, Attorney at Law, has opined on the legality of the 8,000,000 shares of common stock offered through this Prospectus.

Disclosure of Commission Position of Indemnification for Securities Act Liabilities

Indemnification of Directors and Officers

Under our Articles of Incorporation and Bylaws of the corporation, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or

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 director is successful on the merit in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be the fullest extent permitted by the laws of the State of Nevada.

The Securities and Exchange Commission's Policy on Indemnification

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to any provisions contained in its Certificate of Incorporation, or Bylaws, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Organization Within Last Five Years

We were incorporated on May 21, 2007, under the laws of the State of Nevada. On that date, Robert Kanaat was appointed as our sole Director. Mr. Kanaat was also appointed as President, Secretary, Treasurer and Chief Executive Officer. Mr. Kanaat continues to serve as the sole officer and director of the Company.

Description of Business

General

TenantWIZ Software Corp. is a development stage company and was incorporated on May 21, 2007, to enter into the vacation rental management services industry. Our Company provides vacation rental products and services targeted to our key demographic market which is comprised of individuals or groups who rent out their own houses, condos and apartments for usage as a vacation property. Our target consumers are higher-income travelers and those that own a second or third residence.

Services

TenantWIZ intends to provide a simple and efficient way for individuals or groups to manage and advertise their own vacation rental properties. The Company intends to provide services under two specific proprietary brands: one (TenantWIZ) for "upscale," customized individual vacation properties; and another for popular-priced vacation packages (TenantWIZMALL).

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Marketing

Our primary marketing strategy will be to purchase advertisements on well established holiday/vacation Internet Web sites and in vacation and travel magazines. Our target audience is individuals in the mid-to upper-income bracket.

Company Software and Website

TenantWIZ Vacation Rental Software is a flexible short-term Web-based software system. As a Web-based application, the original software was designed to manage one or many vacation rental units for vacation rental owners and vacation rental agencies alike. Over time, we intend to develop the TenantWIZ software application to grow into a system that can not only manage vacation rental units for owners and rental agencies, but also a system that can manage boutique hotels, condominiums, bed & breakfasts, motels, and other multi-unit complexes. In addition, the TenantWIZ software system, with the anticipated introduction of version 2.5 in early 2008, named, TenantWIZMALL, can act as a vacation rental listing application allowing third parties to create vacation rental listing sites. The Company's business plan calls for us to launch a Website featuring an on-line version of its software.

Competitive Advantages

Many competitors face significant barriers to accessing our target market as few of them offer similar software services in one convenient platform such as TenantWIZ. Bringing our enhanced modules on-line in early 2008, which are currently in the BETA testing phase, such as fractional ownership applications, will allow customers to manage any fractionally owned property using our advanced scheduling system. Other modules in development include a car rental module, a yacht chartering module, jet chartering module and others specifically designed for these niche industries.

With the introduction of TenantWIZMALL, a potential comprehensive listing of properties, cars, yachts, and other unit-based and owned property managed through the TenantWIZ software system, our platform will have the potential to become a leader in the Web-based rental management industry, with the possibility of cross-marketing opportunities and partnerships.

We intend to compete by being friendly and approachable, having a quick set-up process, flexible terms and lower pricing.

Company History

On May 21, 2007, Robert Kanaat, our sole officer and director, founded the Company to enter into the vacation rental software industry.

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Employees and Employment Agreements

At present, we have no employees other than our sole officer and director, who has received no compensation. There are no employment agreements in existence. We presently do not have pension, health, annuity, insurance, stock options, profit sharing or similar benefit plans. However, we may adopt such plans in the future.

Rather than hire employees to perform website development and maintenance, during the initial implementation of our marketing strategy, the Company intends to hire independent consultants to further develop its website. We plan on hiring initial sales staff to service our customers on a commission basis and do not anticipate paying fixed salaries to any employees hired in the foreseeable future.

Management's Discussion and Analysis or Plan of Operation

This section of the Prospectus includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: "believe," "expect," "estimate," "anticipate," "intend," "project" and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this Prospectus. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We are a development stage corporation organized to enter into the vacation rental software services industry. We have not yet generated any revenues from business operations.

Our auditors have issued a going concern opinion. This means there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our expenses. This is because we have not generated any revenues and no revenues are anticipated until we begin marketing our services to customers. Accordingly, if we are not able to begin generating income from operations, in order to continue implementing our business plan and conducting active business operations, we will be forced to seek alternate forms of financing.

From inception to August 31, 2007, the Company's business operations have primarily been focused on developing our business model and marketing strategy. The Company has been conducting industry market research and an analysis of our competitors. Our initial research has focused on identifying the best value for our initial marketing campaign in terms of client demographics and the current economic environment.

The Company anticipates finalizing its initial advertising plan within the next ninety (90) to one hundred eighty (180) days. The Company has budgeted approximately $5,000 to spend on developing its initial advertising strategy.

When the Company has determined the best location for our initial sales office, we will engage the services of a sales agent to begin implementing our marketing plan in that area. Such initial

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 activities will include building a list of potential clients and client servicing needs. The Company will search for suitable office space in the preferred locale based on the results of its demographic research. To offset expenses incurred during this period, the Company may look at securing a shared space in an office with another non-competing business. Upon finding the appropriate location, the Company will enter into a lease or sub-lease agreement. We believe that we will have secured our initial office location within the next one hundred twenty (120) to one hundred eighty (180) days. The Company anticipates expending approximately $5,000 in its efforts to secure office space.

The Company will purchase a computer system and other office equipment and supplies for our initial sales office. The Company estimates that these equipment expenditures for the office will be approximately $9,500. The Company will also design and have printed all of the necessary forms and agreements used in its operations, at an estimated cost of $3,000.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements with any party.

Description of Property

We do not own any real estate or other properties. Our office is located at 650 South Hill Street, #J-4, Los Angeles, CA 90014. Our telephone number is 866-993-6879. Our email address is investments@tenantwiz.com.

Certain Relationships and Related Transactions

On May 21, 2007, the Company issued 2,000,000 shares of common stock at $0.001 per share to Mr. Robert Kanaat, our sole officer and director, for total consideration of $2,000. Also on May 21, 2007, we issued a total of 8,000,000 for cash consideration of $8,000, or $0.001 per share, to 32 individual accredited investors. These securities were sold, without being registered under the Act, in reliance upon the exemption contained in Section 4(2) thereof and Rule 506 promulgated thereunder.

Market for Common Equity and Related Stockholder Matters

No public trading market previously existed for the Company's common stock.  Our common stock is presently not traded on any market or securities exchange. None of the common stock is subject to outstanding options or warrants to purchase, or securities convertible into common stock.

On May 21, 2007, a total of 2,000,000 shares of common stock were issued to our sole officer and director, all of which are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the shares can be sold, in a broker assisted transaction, subject to volume restrictions and restrictions on the manner of sale, commencing one year after their acquisition. Under Rule 144, a shareholder can sell up to 1% of total outstanding shares every three months in brokers' transactions. Shares

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 purchased in this Offering, which will be immediately resalable, and sales of all of our other shares after applicable restrictions expire, could have a depressive effect on the market price, if any, of our common stock and the shares we are Offering.

As a group the Selling Security Holders are hereby registering 8,000,000 common shares. The price per share is $0.001 and will remain so unless and until the shares are quoted on the OTC:BB or an exchange. The Selling Security Holders may sell at prevailing market prices or privately negotiated prices only after the shares are quoted on either the OTC:BB or an exchange (please see "Plan of Distribution" section of this Prospectus).

The shares owned by our sole officer and director were acquired on May 21, 2007. We issued a total of 2,000,000 shares at $0.001 for a total consideration of $2,000.

The Shares owned by the Selling Security Holders are being registered pursuant to Rule 415 of the General Rules and Regulations of the Securities and Exchange Commission, which Rule pertains to delayed and continuous offerings and sales of securities. In regard to the Shares offered under Rule 415, we undertake in Part II of this registration statement to keep this registration statement current during any period in which offers or sales are made pursuant to Rule 415.

In the event the Selling Security Holders receive payment for the sale of their Shares, we will not receive any of the proceeds from such sales. We are bearing all expenses in connection with the registration of the Shares of the Selling Security Holders.

Executive Compensation

Summary Compensation

We have made no provisions for paying cash or non-cash compensation to our officers and directors. No salaries are being paid at the present time, and none will be paid unless and until our operations generate sufficient cash flows.

The following table sets forth the compensation paid by us from inception on May 21, 2007, through August 31, 2007. The compensation addresses all compensation awarded to, earned by, or paid to our named executive officers up to August 31, 2007. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.

Summary Compensation Table

Name and Principal Position	Year	Salary (US$)	Bonus (US$)	Stock Awards (US$)	Option Awards (US$)	Incentive Plan Compensation (US$)	Deferred Compensation (US$)	All Other Compensation (US$)	Total (US$)
Robert Kanaat, Director, CEO, President, Secretary, Treasurer	2007	$0	$0	$0	$0	$0	$0	$0	$0

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We did not pay any salaries in 2007. We do not anticipate beginning to pay salaries until we have adequate funds to do so. There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Employment Agreements

At this time, we have not entered into any employment agreements with our officers and directors. If there is sufficient cash flow available from our future operations, we may in the future enter into employment agreements with our officers and directors, or future key staff members.

Financial Statements

Our fiscal year end is August 31. We will provide audited financial statements to our stockholders on an annual basis; the statements will be audited by an independent registered public accounting firm.

The following financial statements immediately follow this Prospectus:

Audited Financial Statements as of and for the Period of May 21, 2007 (Inception) to August 31, 2007

Report of Independent Registered Public Accounting Firm
Balance Sheet
Statement of Operations
Statement of Stockholders' Equity
Statement of Cash Flows:
Notes to the Financial Statements

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

DEALER PROSPECTUS DELIVERY OBLIGATION

Until __________ (90 days after the effective date of this Prospectus) all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a Prospectus. This is in addition to the dealer obligation to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

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TenantWIZ Software Corp.

(A Development Stage Company)

Financial Statements

For the period from
May 21, 2007 (Inception)
to August 31, 2007

1

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TenantWIZ Software Corp.

(A Development Stage Company)

Index to Financial Statements

For the period from May 21, 2007 (Inception) to August 31, 2007

	Page(s)
Report of Independent Registered Public Accounting Firm	3
Balance Sheet as of August 31, 2007	4
Statement of Operations for the Period from May 21, 2007       (Inception) to August 31, 2007	5
Statement of Changes in Stockholders' Equity for the Period      from May 21, 2007 (Inception) to August 31, 2007	6
Statement of Cash Flows for the Period from May 21, 2007      (Inception) to August 31, 2007	7
Notes to the Financial Statements	8-12

2

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To The Board of Directors and Stockholders
TenantWIZ Software Corp.

We have audited the accompanying balance sheet of TenantWIZ Software Corp. (a development stage company) (the Company) as of August 31, 2007, and the related statements of operations, changes in stockholders' equity, and cash flows for the period of May 21, 2007 (inception) to August 31, 2007. 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 audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 the Company as of August 31, 2007, and the results of its operations and its cash flows for the period of May 21, 2007 (inception) to August 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 5 to the financial statements, the Company has incurred losses since inception, and hasn't generated any revenues from its planned principal operations. This raises substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to this matter are described in Note 5. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Child, Van Wagoner & Bradshaw, PLLC
Salt Lake City, Utah
October 29, 2007

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TenantWIZ Software Corp.
(A Development Stage Company)
Balance Sheet
As of August 31, 2007

ASSETS
Current assets:
Cash and cash equivalents	$                               2,625
Total current assets	2,625
Total assets	$                               2,625
LIABILITIES AND STOCKHOLDERS' EQUITY
Total liabilities	$                                       -
Stockholders' Equity
Common stock, par value $.001, 100,000,000 shares
authorized, 10,000,000 shares issued and outstanding	10,000
Subscriptions receivable	(5,250)
Deficit accumulated during the development stage	(2,125)
Total stockholders' equity	2,625
Total liabilities and stockholders' equity	$                              2,625

See accompanying notes to the financial statements.

4

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TenantWIZ Software Corp.
(A Development Stage Company)
Statement of Operations
For the Period from May 21, 2007 (Inception) to August 31, 2007

Revenues:	$                                          -
Operating expenses:
Selling, general and administrative	2,125
Operating loss before income taxes	(2,125)
Income tax expense (benefit)	-
Net loss available to common shareholders	$                               (2,125)
Basic and diluted loss per common share	$                                   (.00)
Weighted average shares outstanding	10,000,000

See accompanying notes to the financial statements.

5

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TenantWIZ Software Corp.
(A Development Stage Company)
Statement of Stockholders' Equity
For the Period from May 21, 2007 (Inception) to August 31, 2007

				Deficit
				Accumulated	Total
	Common Shares		Subscriptions	During the	Stockholders'
	Shares	Amount	Receivable	Development Stage	Equity
Balance, May 21, 2007 (Inception)	-	$           -	$                    -	$                              -	$                    -
Common shares issued for cash at $.001 per share	10,000,000	10,000	(5,250)	-	4,750
Loss during the period from Inception to August 31, 2007	-	-	-	(2,125)	(2,125)
Balance, August 31, 2007	10,000,000	$ 10,000	$         (5,250)	$                   (2,125)	$            2,625

See accompanying notes to the financial statements.

6

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TenantWIZ Software Corp.
(A Development Stage Company)
Statement of Cash Flows
For the Period of May 21, 2007 (Inception) to August 31, 2007

Cash flows from operating activities:
Net loss	$                              (2,125)
Net cash used in operating activities	(2,125)
Cash flows from investing activities:
Net cash provided by investing activities	-
Cash flows from financing activities:
Issuance of common stock for cash	4,750
Net cash provided by financing activities	4,750
Net increase in cash and cash equivalents	2,625
Cash at beginning of period	-
Cash at end of period	$                                  2,625
Cash paid for interest	$                                          -
Cash paid for income taxes	$                                          -

See accompanying notes to the financial statements.

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TenantWIZ Software Corp.
(A Development Stage Company)
Notes to the Financial Statements
Period from May 21, 2007 (Inception) to August 31, 2007

1. ORGANIZATION

TenantWIZ Software Corp. (the "Company") was incorporated on May 21, 2007 in the State of Nevada, U.S.A. Its principal offices are based in Los Angeles, California. The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America, and the Company's fiscal year end is August 31.

The Company is a development stage company that engages primarily in the development of intelligent Web-based software solutions. Utilizing its Internet software, the Company provides a vacation rental software suite that allows individuals with little to no experience of complex programming languages or Website design knowledge to build, market and maintain a professional vacation rental website. To date, the Company's activities have been limited to its formation, minimal operations and the raising of equity capital.

DEVELOPMENT STAGE COMPANY

The Company has not received significant revenues from the sale or implementation of its services as of August 31, 2007 in accordance with its business plan. Accordingly, the Company's activities have been accounted for as those of a development stage enterprise as defined in Statement of Financial Accounting Standards ("SFAS") No. 7, "Accounting and Reporting by Development Stage Enterprises." All losses since inception have been considered part of the Company's development stage activities.

2. SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

The preparation of the Company's financial statements in conformity with accounting principles generally accepted in the United States 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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company's periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $2,625 in cash and cash equivalents at August 31, 2007.

8

31

TenantWIZ Software, Corp.
(A Development Stage Company)
Notes to the Financial Statements
Period from May 21, 2007 (Inception) to August 31, 2007

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

NET INCOME OR (LOSS) PER SHARE OF COMMON STOCK

The Company has adopted Financial Accounting Standards Board ("FASB") Statement Number 128, "Earnings per Share," ("EPS") which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net income/loss by the weighted average number of shares of common stock outstanding during the period.

The following table sets forth the computation of basic and diluted earnings per share for the period from May 21, 2007 (Inception) to August 31, 2007:

Net Loss	$                           (2,125)
Weighted average common shares
outstanding (Basic)	10,000,000
Options	-
Warrants	-
Weighted average common shares
outstanding (Diluted)	10,000,000
Net loss per share (Basic and Diluted)	$                            (0.00)

The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.

CONCENTRATIONS OF CREDIT RISK

The Company's financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company's management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

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32

TenantWIZ Software, Corp.
(A Development Stage Company)
Notes to the Financial Statements
Period from May 21, 2007 (Inception) to August 31, 2007

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS

In February, 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No. 155, "Accounting for Certain Hybrid Financial Instruments." SFAS No. 155 eliminates the temporary exemption of bifurcation requirements to securitized financial assets, contained in SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities." As a result, similar financial instruments are accounted for similarly regardless of the form of the instruments. In addition, in instances where a derivative would otherwise have to be bifurcated, SFAS No. 155 allows a preparer on an instrument-by-instrument basis to elect fair value measurement at acquisition, at issuance, or when a previously recognized financial instrument is subject to remeasurement. The adoption of SFAS No. 155 has not materially affected the Company's reported loss, financial condition or cash flows.

In March, 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets," an amendment of FASB Statement No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities." The pronouncement establishes standards whereby servicing assets and servicing liabilities are initially measured at fair value, where applicable. In addition, SFAS No. 156 allows subsequent measurement of servicing assets and liabilities at fair value, and where applicable, derivative instruments used to mitigate risks inherent with servicing assets and liabilities are likewise measured at fair value. The adoption of SFAS No. 156 has not materially affected the Company's reported loss, financial condition, or cash flows.

In March, 2006, the FASB issued Interpretation No. 48, ("FIN 48") "Accounting for Uncertainty in Income Taxes," an interpretation of SFAS No. 109, "Accounting for Income Taxes." FIN 48 prescribes criteria for the recognition and measurement of a tax position taken or expected to be taken in a tax return. Accordingly, tax positions are analyzed to determine whether it is more likely than not they will be sustained when examined by the appropriate tax authority. Positions that meet the more-likely-than-not criteria are measured to determine the amount of benefit to be recognized, whereas those positions that do not meet the more-likely-than-not criteria are derecognized in the financial statements. The adoption of FIN 48 has not materially affected the Company's reported loss, financial condition, or cash flows.

In September, 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." The statement defines fair value, determines appropriate measurement methods, and expands disclosure requirements about those measurements. The adoption of SFAS No. 157 has not materially affected the Company's reported loss, financial condition, or cash flows.

In September, 2006, the FASB issued SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans." This statement requires an employer to recognize the overfunded or underfunded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year of change through comprehensive income. In addition, SFAS No. 158 requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position. The adoption of SFAS No. 158 has not materially affected the Company's reported loss, financial condition, or cash flows.

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33

TenantWIZ Software, Corp.
(A Development Stage Company)
Notes to the Financial Statements
Period from May 21, 2007 (Inception) to August 31, 2007

2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment," which amends SFAS No. 123, "Accounting for Stock-Based Compensation." This Statement, as revised, requires public entities to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost will be recognized over the
period during which an employee is required to provide service in exchange for the award. No compensation cost is recognized for equity instruments for which employees do not render the requisite service. The effective date for the Company is the first reporting period beginning after December 15, 2005. The adoption of SFAS 123R has not materially affected the Company's reported loss, financial condition, or cash flows.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities," including an amendment of FASB Statement No. 115. This pronouncement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at fair value. The adoption of SFAS 159 has not materially affected the Company's reported loss, financial condition, or cash flows.

3. STOCKHOLDERS' EQUITY

AUTHORIZED STOCK

The Company has authorized 100,000,000 common shares with a par value of $0.001 per share. Each common share entitles the holder to one vote, in person or proxy, on any matter on which action of the stockholders of the Company is sought.

SHARE ISSUANCES

At August 31, 2007, the Company had issued 10,000,000 common shares at $.001 per share, or $10,000. Of the total common shares issued at August 31, 2007, 5,250,000, totaling $5,250, represent subscribed shares issued for which funds had not been received (Note 6). There are no preferred shares authorized, issued or outstanding. The Company has no stock option plan, warrants or other dilutive securities.

4. PROVISION FOR INCOME TAXES

The Company recognizes the tax effects of transactions in the year in which such transactions enter into the determination of net income, regardless of when reported for tax purposes. Deferred taxes are provided in the financial statements under SFAS No. 109 to give effect to the resulting temporary differences which may arise from differences in the bases of fixed assets, depreciation methods, allowances, and start-up costs based on the income taxes expected to be payable in future years. Minimal development stage deferred tax assets arising as a result of net operating loss carryforwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods. Operating loss carryforwards generated during the period from May 21, 2007 (date of inception) through August 31, 2007 of $2,125 will begin to expire in 2027. As the likelihood of utilization of the loss carryforward is questionable, deferred tax assets of $744 were offset by a valuation allowance totaling the same amount.

11

34

TenantWIZ Software, Corp.
(A Development Stage Company)
Notes to the Financial Statements
Period from May 21, 2007 (Inception) to August 31, 2007

5. GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of August 31, 2007, the Company has working capital of $2,625 and an accumulated deficit of $2,125. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.

The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, establish computerized payment systems, open and staff sales offices and pay salaries and benefits to its future employees. In response to these capital requirements, management intends to raise additional funds through public or private placement offerings.

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

6.    SUBSEQUENT EVENTS

On September 4^th and 5^th, 2007, the Company received $5,250 to satisfy the stock subscriptions receivable outstanding at August 31, 2007 (Note 3). Upon receipt of these funds, all shares outstanding at August 31, 2007 had been paid for.

12

35

PART II - INFORMATION NOT REQUIRED IN PROSPECTUS

Item 24. Indemnification of Directors and Officers

Presently our sole officer and director is not covered by liability insurance. However, our Articles of Incorporation state that we may indemnify our officers, directors, employees, and agents to the full extent permitted by the laws of the State of Nevada. No other statute, charter provision, by-law, contract, or other arrangement to insure or indemnify a controlling person, director or officer of us exists which would affect his liability in that capacity.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against an officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by itself is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 25. Other Expenses of Issuance and Distribution

Independently of whether all shares are sold under this Offering, the estimated expenses of the offering, all of which are to be paid by the Registrant, are as follows:

Legal and Accounting	$	28,000
SEC Filing Fee		1
Printing Costs
Transfer Agent Costs
TOTAL	$	28,001

Item 26. Recent Sales of Unregistered Securities

(a) Prior Sales of Common Shares

Set forth below is information regarding our issuance and sales of securities without registration since inception. For all of these issuances and sales, we did not use an underwriter, we did not advertise or publicly solicit the shareholders, we did not pay any commissions, and the securities bear a restrictive legend.

We are authorized to issue up to 100,000,000 shares of common stock with a par value of $0.001. On May 21, 2007, we issued 2,000,000 shares of our common stock to our sole director and officer for total consideration of $2,000, or $0.001 per share. On May 21, 2007, we issued 8,000,000 shares of our common stock for total consideration of $8,000, or $0.001 per share,

36

 to 32 shareholders, 5 of whom reside in the United States, 7 reside in Canada, and 20 reside outside the US or Canada. These securities were sold, without being registered under the Act, in reliance upon the exemption contained in Section 4(2) thereof and Rule 506 promulgated thereunder.

We are not listed for trading on any securities exchange in the United States and there has been no active trading market in the United States or elsewhere for our common shares.

(b) Use of Proceeds

We have spent a portion of the above proceeds to pay for costs associated with this Prospectus and expect the balance of the proceeds to be mainly applied to further costs of this Prospectus, administrative and start up costs.

We shall report the use of proceeds on our first periodic report filed pursuant to sections 13(a) and 15(d) of the Exchange Act after the effective date of this Registration Statement and thereafter on each of our subsequent periodic repots through the later of 1) the disclosure of the application of the offering proceeds, or 2) disclosure of the termination of this offering.

Item 27. Exhibits

The following exhibits are filed as part of this Registration Statement, pursuant to Item 601 of Regulation S-B. All exhibits have been previously filed unless otherwise noted.

Exhibit No.	Document Description	Location
3.1	Articles of Incorporation	Included
3.2	Bylaws	Included
5.1	Opinion of Parsons/Burnett, LLP	Included
23.1	Consent of Child, Van Wagoner and Bradshaw, PLLC	Included
23.2	Consent of Parsons/Burnett, LLP	Included in Exhibit 5.1
99.1	Sample Subscription Agreement	Included

Item 28. Undertakings

The undersigned Registrant hereby undertakes:

To file, during any period in which it offers or sells securities, a post-effective amendment to this registration statement to:

i. Include any Prospectus required by Section 10(a)(3) of the Securities Act;

ii. Reflect in the Prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which is registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and

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iii. To include any additional or changed material information on the plan of distribution.

2. For determining any 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 small business issuer under the Securities Act to any purchaser in the initial distribution of securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer 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 purchasers by means of the following communications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

i. Any preliminary Prospectus or Prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;

ii. Any free writing Prospectus relating to the offering prepared by or on behalf of the undersigned issuer or used or referred to by the undersigned small business issuer;

iii. The portion of any free writing Prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and

iv. Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.

38

SIGNATURES

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 _____ State of _____ on October _____, 2007.

TENANTWIZ SOFTWARE CORP.

                /s/ Robert Kanaat               
Robert Kanaat, President

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:

/s/ Robart Kanaat                                   
Robert Kanaat, President, CEO, Secretary,
Treasurer, Director

EX-3.1

 

EX-3.2

BYLAWS

OF

TENANTWIZ SOFTWARE CORP.

(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 Minden, 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. The corporate seal 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.

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.

(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.

(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.

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 otherwise 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 not less than

one percent (1%) of the outstanding shares of stock entitled to

vote 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.

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. No action shall be

taken by the stockholders except at an annual or special meeting of

stockholders called in accordance with these Bylaws, or by the

written consent of all stockholders.

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.

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 twelve (12) 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.

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.

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.

9

(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.

ARTICLE V

OFFICERS

Section 27. Officers Designated. The officers of the

corporation shall include, if and when designated by the Board of

Directors, the Chairman of the Board of Directors, the Chief

Executive Officer, the President, one or more Vice Presidents, the

Secretary, the Chief Financial Officer, the Treasurer, the

Controller, all of whom shall be elected at the annual

organizational meeting of the Board of Direction. The Board of

Directors may also appoint one or more Assistant Secretaries,

Assistant Treasurers, Assistant Controllers 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 Chairman of the Board of Directors. The

Chairman of the Board of Directors, when present, shall preside at

all meetings of the stockholders and the Board of Directors. The

Chairman of the Board of Directors 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. If there is no President, then the

Chairman of the Board of Directors shall also serve as the Chief

Executive Officer of the corporation and shall have the powers and

duties prescribed in paragraph (c) of this Section 28.

(c) 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.

(d) Duties of Vice Presidents. The Vice Presidents may

assume and perform the duties of the President in the absence or

disability of the President or whenever the office of President is

vacant. The Vice Presidents shall perform other duties commonly

incident to their 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.

(e) 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.

(f) Duties of Chief Financial Officer. The Chief Financial

Officer 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 Chief Financial Officer, subject to the order of

the Board of Directors, shall have the custody of all funds and

securities of the corporation. The Chief Financial Officer 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. The President may direct the Treasurer or any Assistant

Treasurer, or the Controller or any Assistant Controller to assume and

perform the duties of the Chief Financial Officer in the absence or

disability of the Chief Financial Officer, and each Treasurer and

Assistant Treasurer and each Controller and Assistant Controller

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.

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.

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.

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

INDEMNIFICATION

Section 43. Indemnification of Directors, Executive Officers,

Other Officers, Employees and Other Agents.

(a) Directors Officers. The corporation shall indemnify its

directors and officers to the fullest extent not prohibited by the

Nevada General Corporation 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 the Nevada General Corporation Law or (iv)

such indemnification is required to be made under subsection (d).

(b) Employees and Other Agents. The corporation shall have

power to indemnify its employees and other agents as set forth in

the Nevada General Corporation Law.

(c) Expense. The corporation shall 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 mounts if it should be

determined ultimately that such person is not entitled to be

indemnified under this Bylaw or otherwise.

Notwithstanding the foregoing, unless otherwise determined

pursuant to paragraph (e) of this Bylaw, 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.

(d) Enforcement. Without the necessity of entering into an

express contract, all rights to indemnification and advances to

directors and officers under this Bylaw shall be deemed to be

contractual rights and be effective to the same extent and as if

provided for in a contract between the corporation and the director

or officer. Any right to indemnification or advances granted by

this Bylaw to a director or officer shall be enforceable by or on

behalf of the person holding such right in any court of competent

jurisdiction if (i) the claim for indemnification or advances is

denied, in whole or in part, or (ii) no disposition of such claim

is made within ninety (90) days of request therefor. The claimant

in such enforcement action, if successful in whole or in part,

shall be entitled to be paid also the expense of prosecuting his

claim. In connection with any claim for indemnification, the

corporation shall be entitled to raise as a defense to any such

action that the claimant has not met the standard of conduct that

make it permissible under the Nevada General Corporation Law for

the corporation to indemnify the claimant for the amount claimed.

In connection with any claim by an officer of the corporation

(except in any action, suit or proceeding, whether civil, criminal,

administrative or investigative, by reason of the fact that such

officer is or was a director of the corporation) for advances, the

corporation shall be entitled to raise a defense as to any such

action clear and convincing evidence that such person acted in bad

faith or in a manner that such person did not believe to be in or

not opposed in the best interests of the corporation, or with

respect to any criminal action or proceeding that such person acted

without reasonable cause to believe that his conduct was lawful.

Neither the failure of the corporation (including its Board of

Directors, independent legal counsel or its stockholders) to have

made a determination prior to the commencement of such action that

indemnification of the claimant is proper in the circumstances

because he has met the applicable standard of conduct set forth in

the Nevada General Corporation Law, nor an actual determination by

the corporation (including its Board of Directors, independent

legal counsel or its stockholders) that the claimant has not met

such applicable standard of conduct, shall be a defense to the

action or create a presumption that claimant has not met the

applicable standard of conduct. In any suit brought by a director

or officer to enforce a right to indemnification or to an

advancement of expenses hereunder, the burden of proving that the

director or officer is not entitled to be indemnified, or to such

advancement of expenses, under this Article XI or otherwise shall

be on the corporation.

(e) Non-Exclusivity of Rights. The rights conferred on any

person by this Bylaw shall not be exclusive of any other right

which such person may have or hereafter acquire under any statute,

provision of the Articles of Incorporation, Bylaws, agreement, vote

of stockholders or disinterested directors or otherwise, both as to

action in his official capacity and as to action in another

capacity while holding office. The corporation is specifically

authorized to enter into individual contracts with any or all of

its directors, officers, employees or agents respecting

indemnification and advances, to the fullest extent not prohibited

by the Nevada General Corporation Law.

(f) Survival of Rights. The rights conferred on any person

by this Bylaw shall continue as to a person who has ceased to be a

director, officer, employee or other agent and shall inure to the

benefit of the heirs, executors and administrators of such a

person.

(g) Insurance. To the fullest extent permitted by the Nevada

General Corporation Law, the corporation, upon approval by the

Board of Directors, may purchase insurance on behalf of any person

required or permitted to be indemnified pursuant to this Bylaw.

(h) Amendments. Any repeal or modification of this Bylaw

shall only be prospective and shall not affect the rights under

this Bylaw in effect at the time of the alleged occurrence of any

action or omission to act that is the cause of any proceeding

against any agent of the corporation.

(i) Saving Clause. If this Bylaw or any portion hereof shall

be invalidated on any ground by any court of competent

jurisdiction, then the corporation shall nevertheless indemnify

each director and officer to the full extent not prohibited by any

applicable portion of this Bylaw that shall not have been

invalidated, or by any other applicable law.

(j) Certain Definitions. For the purposes of this Bylaw, the

following definitions shall apply:

(i) The term "proceeding" shall be broadly construed and

shall include, without limitation, the investigation,

preparation, prosecution, defense, settlement, arbitration and

appeal of, and the giving of testimony in, any threatened,

pending or completed action, suit or proceeding, whether

civil, criminal, administrative or investigative.

(ii) The term "expenses" shall be broadly construed and

shall include, without limitation, court costs, attorneys'

fees, witness fees, fines, amounts paid in settlement or

judgment and any other costs and expenses of any nature or

kind incurred in connection with any proceeding.

(iii) The term the "corporation" shall include, in

addition to the resulting corporation, any constituent

corporation (including any constituent of a constituent)

absorbed in a consolidation or merger which, if its separate

existence had continued, would have had power and authority to

indemnify its directors, officers, and employees or agents, so

that any person who is or was a director, officer, employee or

agent of such constituent corporation, or is or was serving at

the request of such constituent corporation as a director,

officer, employee or agent or another corporation,

partnership, joint venture, trust or other enterprise, shall

stand in the same position under the provisions of this Bylaw

with respect to the resulting or surviving corporation as he

would have with respect to such constituent corporation if its

separate existence had continued.

(iv) References to a "director," "executive officer,"

"officer," "employee," or "agent" of the corporation shall

include, without limitation, situations where such person is

serving at the request of the corporation as, respectively, a

director, executive officer, officer, employee, trustee or

agent of another corporation, partnership, joint venture,

trust or other enterprise.

(v) References to "other enterprises" shall include

employee benefit plans; references to "fines" shall include

any excise taxes assessed on a person with respect to an

employee benefit plan; and references to "serving at the

request of the corporation" shall include any service as a

director, officer, employee or agent of the corporation which

imposes duties on, or involves services by, such director,

officer, employee, or agent with respect to an employee

benefit plan, its participants, or beneficiaries; and a person

who acted in good faith and in a manner he reasonably believed

to be in the interest of the participants and beneficiaries of

an employee benefit plan shall be deemed to have acted in a

manner "not opposed to the best interests of the corporation"

as referred to in this Bylaw.

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.

ARTICLE XII

AMENDMENTS

Section 45. Amendments.

The Board of Directors shall have the power to adopt, amend,

or repeal Bylaws as set forth in the Articles of Incorporation.

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.

ARTICLE XV

RESTRICTIONS ON SHARE TRANSFER

Section 47. Restrictions on Share Transfer. The Company will

be governed by each of the following restrictions:

(A) No shares may be transferred except with the prior

approval of the directors, who may in their absolute discretion

refuse to register the transfer of any shares, such approval to be

evidenced by a resolution of the directors;

(B) There shall not be any invitation to the public to

subscribe for any shares or debt obligations of the Company.

(C) The number of shareholders of the Company exclusive of:

(I) persons who are in the employment of the Company or

of an affiliate of the Company;

(II) persons who, having formerly been in the employment

of the Company or an affiliate of the Company,

were, while in that employment, shareholders of the

Company and have continued to be shareholders of

the Company after termination of that employment,

is limited to not more than 50 persons, two or more

persons who are joint registered owners of one or more

shares being counted as one shareholder.

Declared as the By-Laws of Tenantwiz Software Corp. as of the 21st day

of May, 2007.

/s/ Robert Kanaat

Signature of Officer: ________________________

Name of Officer: ROBERT KANAAT

Position of Officer: PRESIDENT AND DIRECTOR

21

EX-5.1

PARSONS/BURNETT, LLP

Attorneys

www.parsonslaw.biz

James B. Parsons                                                                                                                                                                    &n bsp;                                                                           Robert J. Burnett

Admitted in Wa., Or. & CNMI                                                                                                                                                            &nb sp;                                                                                Admitted in Wa.

jparsons@pblaw.biz                                                                                                                                                              &nbs p;                                                                                          rburnett@pblaw.biz

2070 Skyline Tower                                                                                                                                                                    &n bsp;                                                         505. W. Riverside Avenue, Suite 500

10900 NE Fourth Street                                                                                                                                                                                                                                      Spokane, Washington, 99201

Bellevue, Washington 98004                                                                                                                                                                         ;                                                                   Ph: (509) 252-5066

Ph: (425) 451-8036                                                                                                                                                              &nbs p;                                                                                       Fax: (509) 252-5067

Fax: (425) 451-8568

November 1, 2007

Board of Directors
TenantWIZ Software Corp.

To Whom it May Concern::

In our capacity as counsel for TenantWIZ Software Corp. (the "Company"), we have participated in the corporate proceedings relative to the registration by the Company of a maximum of 8,000,000 shares of common stock as set out and described in the Company's Registration Statement on Form SB-2 under the Securities Act of 1933 (the "Registration Statement"). We have also participated in the preparation of the Registration Statement.

Based upon the foregoing and upon our examination of originals (or copies certified to our satisfaction) of such corporate records of the Company and other documents as we have deemed necessary as a basis for the opinions hereinafter expressed, and assuming the accuracy and completeness of all information supplied us by the Company, having regard for the legal considerations which we deem relevant, we opine that:

(1) The Company is a corporation duly organized and validly existing under the laws of the State of Nevada;

(2) The Company has taken all requisite corporate action and all action required with respect to the authorization, issuance and sale of common stock issued pursuant to the Registration Statement;

(3) The maximum of 8,000,000 shares of common stock, when distributed pursuant to the Registration Statement, will be validly issued, fully paid and nonassessable.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the references to the firm in the Registration Statement.

Very truly yours,

PARSONS/BURNETT, LLP. 

/s/ James B. Parsons

James B. Parsons

EX-23.2

Child, Van Wagoner & Bradshaw, PLLC

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the use in the Prospectus constituting part of this Registration Statement on Form SB-2 of our report dated October 29, 2007, relating to the financial statements of TenantWIZ Software Corp., which appears in such Prospectus. We also consent to the reference to us under the heading Interest of Named Experts and Counsel in such Prospectus.

/s/ Child, Van Wagoner & Bradshaw, PLLC

Certified Public Accountants

Salt Lake City, Utah

October 31, 2007

5296 So. Commerce Dr., Suite 300 * Salt Lake City, Utah 84107-5370

Telephone: (801) 281-4700 * Facsimile: (801) 281-4701

Members: American Institute of Certified Public Accountants * Utah Association of Certified Public Accountants

EX-99.1

TENANTWIZ SOFTWARE, CORP.

(The "Company")

ACCREDITED INVESTOR OFFEREE QUESTIONNAIRE

The purpose of this Statement is to obtain information relating to whether or not you are an accredited investor as defined in Securities and Exchange Regulation D as well as your knowledge and experience in financial and business matters and to your ability to bear the economic risks of an investment in the Company.

As used in Regulation D, the following terms shall have the meaning indicated:

Accredited investor. Accredited investor shall mean any person who comes within any of the following categories, or who the issuer reasonably believes comes within any of the following categories, at the time of the sale of the securities to that person:

1. Any bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934; any insurance company as defined in section 2(13) of the Act; any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act; any Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000; any employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;

2. Any private business development company as defined in section 202(a)22 of the Investment Advisers Act of 1940;

3. Any organization described in section 501(c)3 of the Internal Revenue Code, corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

4. Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer, or general partner of a general partner of that issuer;

5. Any natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000;

6. Any natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person's spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

7. Any trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) and

8. Any entity in which all of the equity owners are accredited investors.

1.    Name, Home Address and Telephone Number:

                ________________________________________________________________________
                Name

                                    ______________________________________________________
                                    Address

                Telephone (____) ______________________________________

2. Residence

(a) If an individual, what is your principal place of residence?

__________________________________________________________________

__________________________________________________________________

(b) If not an individual:

(1) Where is your principal place of business?

________________________________________________________

________________________________________________________

(2) Where are your executive headquarters?

________________________________________________________

________________________________________________________

(3) If a partnership, in which states(s) does (do) each of your partners reside?

________________________________________________________

________________________________________________________

(4) If a corporation, what is your state of incorporation?

________________________________________________________

________________________________________________________

(5) If a trust, in which state(s) does (do) each of the beneficiaries reside?

________________________________________________________

________________________________________________________

3. Business or occupation (including title):

________________________________________________________________________

________________________________________________________________________

4. Educational background (level, degrees completed):

________________________________________________________________________

5. Net Worth, Partners' Capital or Total Assets (check one):

_____ $5,000,000 or more

_____ $1,000,000-$5,000,000

_____ Less than $1,000,000

6. For individual or married persons only - Gross income for each of the last 2 years (check one):

_____ $300,000 or more

_____ $200,000 - $300,000

_____ Less than $200,000

Is this income amount combined with that of your spouse? Yes _____ No _____

Do you expect to reach the same level of income in the current year?

Yes ______ No _____

7. In connection with my investment activities, I utilize the services of the following attorney, accountant or other advisor to assist me in analyzing investment opportunities:

(a) Name of advisor: ____________________________________

(b) Position or occupation: _________________________________________________

(c) Business address: _____________________________________________________

_____________________________________________________

8. Personal data:

Age: _______________________

Marital Status: _______________

Number of dependents: ________

9. I am an "accredited investor" as defined in Rule 501(a) of Securities and Exchange Commission Regulation D. _______________ (Initials)

10. I have adequate means of providing my current needs, and possible personal contingencies, and have no need for liquidity in an investment in the Company. _______________ (Initials)

11. I, together with my advisors, have specific knowledge and experience in related financial and business matters so as to be capable of evaluating the relative economic and operational merits and risks of an investment in the stock. _______________ (Initials)

12. I hereby certify that I have answered the foregoing questions to the best of my knowledge and that my answers hereto are complete and accurate. _______________ (Initials)

_______________________________

                    Name (Please Print)

_______________________________ ____________________________

                    Signature                                                 Date

SUBSCRIPTION AGREEMENT

TO: TenantWIZ Software Corp., a Nevada State corporation

I hereby agree to become a shareholder of TenantWIZ Software, Corp., a Nevada State corporation (the "Company"), and to purchase the number of Shares of the Company (the "Shares"), as set forth above my signature hereto at a purchase price of $ 0.001 USD per Share.

Simultaneously with the execution and delivery hereof, I am transmitting a certified or bank check, money order or bank wire to the order of Tenantiz Software Inc., representing the payment for my agreed subscription. It is understood that the aforesaid funds, upon acceptance of this subscription, will be deposited into a separate interest bearing account at CIBC Bank, 1036 West Georgia Street, Vancouver, BC, V6E 3C7 Canada 866-993-6879 (Tel.) and will be held there until the certificate bearing the Shares purchased are delivered to me. It is understood that this Subscription Agreement is not binding on the Company unless and until it is accepted by it, as evidenced by the execution indicated below. I further understand that in the event this Subscription Agreement is not accepted as herein above set forth, then the funds transmitted herewith shall be returned and thereupon this Subscription Agreement shall be null and void.

This Subscription Agreement shall be construed in accordance with and governed by the internal laws of the State of Nevada.

I make the following representations and warranties:

1.  I am a resident of the State/Prov./Country of __________________________.
                                                                    (Print name of state/prov./country)

                                _________ (Initials)

2. I have been furnished with a copy of the definition of an "accredited investor" as set forth in Rule 501(a) of Regulation D. I have reviewed that definition and do hereby specifically represent and warrant that I meet at least one of the definitions of accredited investor as set forth herein. ________ (Initials)

3.  I UNDERSTAND THAT THE OPERATIONS IN WHICH THE COMPANY WILL BE INVOLVED ENTAIL MATERIAL AMOUNTS OF RISK AND THAT THERE IS NO ASSURANCE THAT SUCH OPERATIONS WILL BE SUCCESSFUL.

            _____(Initials)

4. I have sufficient assets to easily pay my subscription to the Company, and my subscription to the Company is not unreasonably large when compared with my total financial capability. _________ (Initials)

5. Unless indicated otherwise in the space below, all information that I have provided to the Company or its agents or representatives, concerning my situs as an accredited investor is complete, accurate and correct as of the date of my signature on the last page of this Subscription Agreement. Such information includes, but is not limited to, information concerning my personal affairs, my net worth and financial position, my business position and the knowledge and experience of myself and my advisor(s) (if any).

            ________ (Initials)

6.  I have been provided with all materials and information requested by either me, my counsel, or others representing me, including any information requested to verify information furnished, and there has been direct communication between you and your representatives on the one hand, and me and my representatives and advisor(s) (if any) on the other in connection with the information supplied to me and otherwise requested and the terms of the transaction described therein. There has been made available to both myself and my advisors the opportunity to ask questions of, and receive answers from the Company and its directors, officers, employees and representatives concerning the terms and conditions of this offering and to obtain any additional information desired necessary to verify the accuracy of the information provided.

          ________ (Initials)

7. I am purchasing these Units for my own account and for investment purposes only, and have no present intention, agreement or arrangement of the distribution, transfer, assignment, resale or subdivision thereof. I understand that, due to the restrictions on transfer set forth in the legend that will be placed on the Unit certificates that these Units must be held for a length of time which can not be determined as of the date this agreement is signed, since there is no market for the Units, and no intention for the Company to register to become a public company. In addition, the time that I must hold the Units before sale could be increased or decreased by the Securities and Exchange Commission or State Securities Division. IN ADDITION, I UNDERSTAND THAT I AM SUBJECT TO CERTAIN LIMITATIONS ON RESALE AS SET FORTH IN THE COMPANY'S OPERATING AGREEMENT, OF WHICH I HAVE RECEIVED A COPY AND READ, PRIOR TO MAKING MY INVESTMENT HEREIN. ________ (Initials)

8. I do not intend to divide my Units with others or to resell or otherwise dispose of all or any part of my Units unless and until I determine, at some future date, that changed circumstances, not in contemplation at the time of this purchase, makes such disposition advisable. ________ (Initials)

9. I am fully aware that the Units subscribed for hereunder have not been registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and have been offered pursuant to the exemption from registration contained in Section 4(2) of said Act and Regulation D promulgated thereunder on the ground that no public offering is involved, which reliance is based in part upon my representations set forth herein. I further understand and agree that the Units subscribed for hereunder may not be offered, sold, transferred, pledged or hypothecated to any persons in the absence of registration under the Securities Act of 1933 and applicable state securities laws, or an opinion of counsel satisfactory to the Company that such registration is not required.

                    ________ (Initials)

10. In connection with the offer to me of the Units, I utilized the services and advice of the following attorney, accountant or other advisor:

                    ________ (Initials)

a. Name of Advisor: _____________________________________________________

b. Position or Occupation: _________________________________________________

c. Business Address: _____________________________________________________

d. Telephone: (_____)____________________________________________________

11. I hereby subscribe for _____________ Shares ($0.001 per Share par value) and herewith submit a check, money order or wire in the amount of my subscription, payable to CIBC Bank, in trust for Tenantwiz Software Inc..

                    ________ (Initials)

IN WITNESS WHEREOF, I (we) have executed this Subscription Agreement this _____ day of ____________________, 2007.

______________________________________ _________________________________
Name (Please Print)                                              Name (If Purchase is in 2 names)

______________________________________ ___________________________________
Signature                                                               Signature

______________________________________ __________________________________
Social Security or Employer                                   Social Security or Employer
Identification Number                                             Identification Number

(Note: Subscribers must supply their principal residence address. Subscriptions cannot be accepted if this is not filled in.)

Principal Residence Address of Purchaser             Mailing Address (if different from principal)

______________________________________ ______________________________________
Street Address                                                      Mailing Address

______________________________________ ______________________________________
City & State/Prov. Country Zip Code                    City & State/Prov. Country Zip Code

This Subscription for __________ Shares is hereby accepted this ____ day of _____________, 2007.

TenantWIZ Software Corp.

______________________

By: Robert Kanaat

Its: President & Director