10-12G

               U.S. SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C.  20549

                               FORM 10

            GENERAL FORM FOR REGISTRATION OF SECURITIES

                Pursuant to Section 12(b) or (g) of
              the Securities Exchange Act of 1934


                   GARNET ISLAND ACQUISITION CORPORATION
                  ----------------------------------
      (Exact name of registrant as specified in its charter)


 Delaware                                81-2338251
------------------                   ------------------------------
(State or other jurisdiction         (I.R.S. Employer Identification
of incorporation or organization)          No.)


                     215 Apolena Avenue
              Newport Beach, California 92662
 ------------------------------------------------------------
(Address of principal executive offices )  (Zip Code)


Registrant's telephone number, including area code:     949-673-4510
				Fax Number:		949/673-4525

Securities to be registered
   pursuant to Section 12(b) of the Act:              None

Securities to be registered
    pursuant to Section 12(g) of the Act:             Common Stock,
                                                     $0.0001 Par Value
                                                     (Title of class)

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.  See definitions of "large accelerated
filer," "accelerated filer," and "smaller reporting company"
in Rule 12b-2  of the Exchange Act.

Large accelerated filer               Accelerated filer
Non-accelerated filed                 Smaller reporting company  X


Garnet Island Acquisition Corporation is a "shell company" as defined
under Rule 405 of the Securities Act of 1933 and as such is subject
to certain restrictions on the transferability of its stock.  See
"Risk Factors" herein for a description of such restrictions.


______________________________________________________________________


ITEM 1.  BUSINESS.

     Garnet Island Acquisition Corporation ("Garnet Island" or the
"Company") is a blank check company and qualifies as an "emerging growth
company" as defined in the Jumpstart Our Business Startups Act which
became law in April, 2012.  The definition of an "emerging growth
company" is a company with an initial public offering of common equity
securities which occurred after December 8, 2011 and has less than
$1 billion of total annual gross revenues during last completed fiscal
year.  See "The Company: The Jumpstart Our Business Startups Act"
contained herein.

      Garnet Island Acquisition Corporation was incorporated
on April 4, 2016 under the laws of the State of Delaware to engage in
any lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. Garnet Island has been in the developmental stage
since inception and its operations to date have been limited to issuing
shares to its original shareholders and filing this registration statement.
Garnet Island has been formed to provide a method for a foreign or domestic
private company to become a reporting company as part of the process toward
the public trading of its stock.

     The president of Garnet Island is also the president, director and
shareholder of Tiber Creek Corporation.  Tiber Creek Corporation assists
companies in becoming public companies and assists companies with
introductions to the financial community.  Such services may include,
when and if appropriate, the use of an existing reporting company such
as Garnet Island.

     Tiber Creek will typically enter into an agreement with a private
company to assist it in becoming a public reporting company and for
its introduction to brokers and market makers.  A private company may
become a public reporting by effecting a business combination with
an existing public reporting company such as Garnet Island or by a
filing registration pursuant to the Securities Act of 1933 (typically
a Form S-1) or the Securities Exchange Act of 1934 (Form 10).

    Tiber Creek is continually in discussion with various entities who
are considering the use of a reporting company as part of the process
going public.  In these discussions Tiber Creek will explain the
various options of becoming a reporting company including the use
an existing public reporting company such as Garnet Island.

      For its services, Tiber Creek will receive cash
compensation.  Tiber Creek does not provide a public shareholder
base to the private company as part of a business combination.

     The president of Garnet Island is the president of Tiber Creek and
as such may be considered affiliated.  However, there is no agreement
nor contractual relationship between Garnet Island and Tiber Creek to
perform or provide services to the other.  However, as a non-operating
blank check company, Garnet Island is available for use by a client of
Tiber Creek which wishes to use a reporting company incident to the
process of registering its securities and becoming a reporting company.

     The benefits of a business combination with Garnet Island include:

     1.  Reincorporation of the private company in Delaware whose
General Corporate Law is considered favorable for the operations of
corporations.

    2.  The recapitalization of the stock structure of the private
company suitable for a public company.

    3.  The introduction of management of the private company to the
reporting and other requirements of a public company before commencement
of trading.

    4.  Increased visibility of the private company among the financial
community.

    5.  Reassurance to shareholders of the private company that the
process of registering its shares for trading has commenced and such
shareholders can begin to view filings of the the company, even prior
to registration of their own shares, on the web site of the SEC.

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     6. The time required to effect a business combination may be less
than that required to prepare, draft and file a registration statement.
However, upon completion of such business combination, the company must
file a Form 8-K which includes disclosure similar to that required in
a registration statement.

     There is no assurance that any of these benefits will be achieved or
that such benefits will actually benefit any particular private company.

     A business combination will normally take the form of a merger, stock-
for-stock exchange or stock-for-assets exchange.  In most instances a private
company will wish to structure the business combination to be within the
definition of  a tax-free reorganization under Section 351 or Section 368
of the Internal Revenue Code of 1986, as amended.

     Once a change of control of Garnet Island has been effected, if at all,
new management may issue shares of its stock prior to filing a registration
statement for the registration of its shares pursuant to the Securities Act
of 1933 and such shares will be governed by the rules and regulations of
the Securities and Exchange Commission regarding the sale of unregistered
securities.

     Garnet Island has not generated revenues and has no income or cash
flows from operations since inception. The continuation of Garnet Island
as a going concern is dependent upon financial support from its
stockholders.

     Management has agreed to fund the expenses of Garnet Island until
a change in control without reimbursement after which time any future
expenses will become the responsibility of new management. Because
of the nature of the Garnet Island and its absence of any on-going
operations, these expenses are anticipated to be relatively low.

Aspects of a Public Company

     There are certain perceived benefits to being a public company
whose securities are trading:

These are commonly thought to include the following:

 +    increased visibility in the financial community;
 +    increased valuation;
 +    greater ease in raising capital;
 +    compensation of key employees through stock options for
          which there may be a market valuation;
 +    enhanced corporate image.

     There are also certain perceived disadvantages to being a public
company.

These are commonly thought to include the following:

 +    requirement for audited financial statements which the company may
	find to be a significant cost;
 +    required publication of corporate information and biographical of
	management which the company may perceive as private or competitive
	information;
 +    required filings of periodic and episodic reports with the
          Securities and Exchange Commission which can be time consuming.

Potential Private Companies

     Business entities, if any, which may be interested in a combination
with Garnet Island may include the following:

 +    a company for which a primary purpose of becoming public is
          the use  of its securities for the acquisition of assets
          or businesses;
 +    a company which is unable to find an underwriter of its
          securities or is  unable to find an underwriter of
          securities on terms acceptable to it;

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 +    a company which wishes to become public with less dilution
          of its  securities than would occur upon an underwriting;
 +    a company which believes that it will be able to obtain
          investment capital on more favorable terms after it has
          become public;
 +    a foreign company which may wish an initial entry into the
          United  States securities market;
 +    a special situation company, such as a company seeking a
          public market  to satisfy redemption requirements under
          a qualified Employee Stock Option Plan;
 +    a company seeking one or more of the other perceived
          benefits of  becoming a public company.

     A business combination with a private company will normally involve
the transfer to the private company of the majority of the issued and
outstanding common stock of Garnet Island and the substitution by the
private company of its own management and board of directors.

     The proposed business activities described herein classify Garnet
Island as a "blank check" company.  The Securities and Exchange Commission
and certain states have enacted statutes, rules and regulations regarding
the sales of securities of blank check companies.  Garnet Island will not
make any efforts to cause a market to develop in its securities until such
time as Garnet Island has successfully implemented a business combination
and it is no longer classified as a blank check company.

     Garnet Island is voluntarily filing this registration statement with
the Securities and Exchange Commission and is under no obligation to do so
under the Exchange Act.  Garnet Island will continue to file all reports
required of it under the Exchange Act until a business combination has
occurred.  A business combination will normally result in a change in
control and management of Garnet Island.  Since a principal benefit of a
business combination with Garnet Island would normally be considered its
status as a reporting company, it is anticipated that Garnet Island will
continue to file reports under the Exchange Act following a business
combination.  No assurance can be given that this will occur or, if it
does, for how long.

     James Cassidy is the president and a director of Garnet Island.
James McKillop is the vice president and a director of Garnet Island.

     Garnet Island has no employees nor are there any other persons than
Mr. Cassidy and Mr. McKillop who devote any of their time to its affairs.
All references herein to management of Garnet Island are to Mr. Cassidy
and Mr. McKillop.  The inability at any time of either of these individuals
to devote sufficient attention to Garnet Island could have a material adverse
impact on its operations.

Glossary

"Blank check" company          As used herein, a "blank check" company
                               is a development stage company that has
                               no specific business plan or purpose or
                               has indicated that its business plan is
                               to engage in a merger or acquisition with
                               an unidentified company or companies.

Business combination           Normally a merger, stock-for-stock  or
                               stock-for-assets exchange with a private
                               company or the shareholders of the private
                               company.

Emerging Growth Company	       A company with an initial public offering
	                       of common equity securities which occurred
                               after December 8, 2011 and has less than
                               $1 billion of total annual gross revenues
                               during last completed fiscal year.
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Garnet Island or               The corporation whose common stock is the
the Registrant                 subject of this registration statement.

Exchange Act                   The Securities Exchange Act of 1934, as
                               amended.

Securities Act                 The Securities Act of 1933, as amended.

Reporting Company              A company with a class of securities registered
                               under Section 12 of the Securities Exchange
                               Act of 1934

Jumpstart Our Business Startups Act

     The disclosure contained below, discusses generally the terms of
the "Jumpstart Our Business Startups Act".  Currently the Company is without
operations or revenues and as such does not anticipate that it will effect
certain of the transactions covered by such Act until, if at all, the
time a change in control of the Company is effected.  Until at such time
the Company effects a change in control it does not anticipate that it
will benefit from the exemptions from certain financial disclosure required
in a registration statement as well as the simplification of the sale of
securities and the relaxation of general solicitation for Rule 506 offerings.

     In April, 2012, the Jumpstart Our Business Startups Act ("JOBS
Act") was enacted into law.  The JOBS Act provides, among other things:

     Exemptions for emerging growth companies from certain financial
     disclosure and governance requirements for up to five years and
     provides a new form of financing to small companies;

     Amendments to certain provisions of the federal securities laws to
     simplify the sale of securities and increase the threshold number of
     record holders required to trigger the reporting requirements of the
     Securities Exchange Act of 1934;

     Relaxation of the general solicitation and general advertising
     prohibition for Rule 506 offerings;

     Adoption of a new exemption for public offerings of securities in
     amounts not exceeding $50 million; and

     Exemption from registration by a non-reporting company offers
     and sales of securities of up to $1,000,000 that comply with rules
     to be adopted by the SEC pursuant to Section 4(6) of the
     Securities Act and such sales are exempt from state law
     registration, documentation or offering requirements.

     In general, under the JOBS Act a company is an emerging growth
company if its initial public offering ("IPO") of common equity securities
was effected after December 8, 2011 and the company had less than $1
billion of total annual gross revenues during its last completed fiscal
year. A company will not longer qualify as an emerging growth company after
the earliest of

     (i) the completion of the fiscal year in which the company has total
     annual gross revenues of $1 billion or more,

     (ii) the completion of the fiscal year of the fifth anniversary of
     the company's IPO;

     (iii) the company's issuance of more than $1 billion in
     nonconvertible debt in the prior three-year period, or

     (iv) the company becoming a "larger accelerated filer" as defined
     under the Securities Exchange Act of 1934.

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     The Company meets the definition of an emerging growth
company will be affected by some of the changes provided in the JOBS
Act and certain of the new exemptions.  The JOBS Act provides
additional new guidelines and exemptions for non-reporting companies
and for non-public offerings.  Those exemptions that impact the Company
are discussed below.

     Financial Disclosure.  The financial disclosure in a registration
statement filed by an emerging growth company pursuant to the Securities
Act of 1933 will differ from registration statements filed by other
companies as follows:

     (i) audited financial statements required for only two fiscal years;
     (ii) selected financial data required for only the fiscal years that
     were audited;
     (iii) executive compensation only needs to be presented in the
     limited format now required for smaller reporting companies. (A
     smaller reporting company is one with a public float of less than
     $75 million as of the last day of its most recently completed
     second fiscal quarter)

     However, the requirements for financial disclosure provided by
Regulation S-K promulgated by the Rules and Regulations of the SEC already
provide certain of these exemptions for smaller reporting companies.  The
Company is a smaller reporting company.  Currently a smaller reporting
company is not required to file as part of its registration statement
selected financial data and only needs audited financial statements for
its two most current fiscal years and no tabular disclosure of contractual
obligations.

     The JOBS Act also exempts the Company's independent registered
public accounting firm from complying with any rules adopted by the
Public Company Accounting Oversight Board ("PCAOB") after the date
of the JOBS Act's enactment, except as otherwise required by SEC rule.

     The JOBS Act also exempts an emerging growth company from any
requirement adopted by the PCAOB for mandatory rotation of the Company's
accounting firm or for a supplemental auditor report about the audit.

     Internal Control Attestation. The JOBS Act also provides an
exemption from the requirement of the Company's independent registered
public accounting firm to file a report on the Company's internal control
over financial reporting, although management of the Company is still
required to file its report on the adequacy of the Company's internal
control over financial reporting.

     Section 102(a) of the JOBS Act goes on to exempt emerging
growth companies from the requirements in 1934 Act Section 14A(e) for
companies with a class of securities registered under the 1934 Act to
hold shareholder votes for executive compensation and golden parachutes.

     Other Items of the JOBS Act.  The JOBS Act also provides that an
emerging growth company can communicate with potential investors that
are qualified institutional buyers or institutions that are accredited to
determine interest in a contemplated offering either prior to or after the
date of filing the respective registration statement.  The Act also permits
research reports by a broker or dealer about an emerging growth company
regardless if such report provides sufficient information for an investment
decision.  In addition the JOBS Act precludes the SEC and FINRA from
adopting certain restrictive rules or regulations regarding brokers,
dealers and potential investors, communications with management and
distribution of a research reports on the emerging growth company IPO.

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     Section 106 of the JOBS Act permits emerging growth companies
to submit 1933 Act registration statements on a confidential basis
provided that the registration statement and all amendments are
publicly filed at least 21 days before the issuer conducts any road
show. This is intended to allow the emerging growth company to explore
the IPO option without disclosing to the market the fact that it is
seeking to go public or disclosing the information contained in its
registration statement until the company is ready to conduct a roadshow.

     Election to Opt Out of Transition Period.   Section 102(b)(1) of the
JOBS Act exempts emerging growth companies from being required to comply
with new or revised financial accounting standards until private companies
(that is, those that have not had a 1933 Act registration statement declared
effective or do not have a class of securities registered under the 1934
Act) are required to comply with the new or revised financial accounting
standard.

     The JOBS Act provides a company can elect to opt out of the extended
transition period and comply with the requirements that apply to non-
emerging growth companies but any such an election to opt out is irrevocable.
The Company has elected not to opt out of the transition period.

ITEM 1A.  RISK FACTORS

   The business of Garnet Island is subject to numerous risk factors.
The following risks are all material risks regarding the business of
Garnet Island:

     The Company has no operations to date and is not expected to
begin any operations until a change in control, if then.

    Garnet Island has no operating history nor revenue with minimal
    assets and operates at a loss and its continuation as a going
    concern is dependent upon support from its stockholders or
    obtaining additional capital.

    Garnet Island has not generated revenues and has no income
    or cash flows from operations since inception. Garnet Island has
    sustained losses to date and will, in all likelihood, continue
    to sustain expenses without corresponding revenues, at least
    until the consummation of a business combination.

    Management will pay all expenses incurred by Garnet Island until
    a business combination is effected, without repayment. There
    is no assurance that Garnet Island will ever be profitable.

The Company's independent auditors have issued a report questioning the
Company's ability to continue as a going concern.

    The report of the Company's independent auditors contained in the
    Company's financial statements includes a paragraph that explains
    that the Company has recurring losses and has an accumulated deficit.
    These matters raise substantial doubt regarding the Company's ability
    to continue as a going concern without the influx of capital through
    the sale of its securities or through development of its operations or
    by effecting a business combination.  Even in such cases, there is
    no assurance that the Company can create operations that result in
    a positive revenues.  Without such, the Company would not be able to
    continue.

The Company is a shell company and as such shareholders cannot rely on
the provisions of Rule 144 for resale of their shares until certain
conditions are met.

     The Company is a shell company as defined under Rule 405 of
     the Securities Act of 1933 as a registrant that has no or nominal
     operations and either no or nominal assets, or assets consisting
     only of cash or cash equivalents and/or other nominal assets.
     As securities issued by a shell company, the securities issued by
     the Company can only be resold by filing a registration statement
     for those shares or utilizing the provisions of Rule 144 once
     certain conditions are met, to wit:  (i) the Company has ceased
     to be a shell company (ii) the Company is subject to the reporting
     requirements of Section 13 or 15(d) of the Securities Exchange Act
     of 1934, (iii) the Company has filed all required reports under
     the Exchange Act of the preceding 12 months and (iv) one year
     has elapsed since the Company filed "Form 10" information.

     Thus, a shareholder of the Company will not be able to sell its
     shares until such time as a registration statement for those shares
     is filed or the Company has ceased to be a shell company either by
     effecting a business combination or by developmental growth, the Company
     has remained current on its Exchange Act filings for 12 months and the
     Company has filed the information as would be required by a "Form 10"
     filing (e.g. audited financial statements, management information
     and compensation, shareholder information, etc.)

The Company has only two directors, officers and beneficial shareholders
and as such may not benefit from diverse and multiple opinions.

     The only officers and directors of Garnet Island are James Cassidy
     and James McKillop. Because management consists of only these
     two persons, Garnet Island does not benefit from multiple judgments
     that a greater number of directors or officers would provide.
     Garnet Island will rely completely on the judgment of its officers
     and directors when selecting a company.  Mr. Cassidy and Mr.
     McKillop anticipate devoting only a limited amount of time to
     the business of Garnet Island. Neither Mr. Cassidy nor Mr. Mr.
     McKillop has entered into written employment agreements with
     Garnet Island and they are not expected to do so. Garnet Island has
     not obtained key man life insurance on either officer or director.
     The loss of the services of either Mr. Cassidy or Mr. McKillop
     could adversely affect development of the business of Garnet Island
     and its likelihood of commencing operations.

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Some of the former blank check companies do not continue as public companies.


     James Cassidy and James McKillop through Tiber Creek work with many
     companies, some start-up and others on-going, that wish to become public
     companies.  Being a public company involves many requirements including,
     but not limited to, regular public reporting and disclosure requirements,
     accounting expenses including an annual audit, and officer and director
     limitations on sales of securities.  Not all companies nor management
     thereof are able to meet the obligations of being a public company and
     a number of the companies with which management of Garnet Island have
     worked, have, for whatever reason, chosen not to proceed as a public
     company and have either become deliquent on the required 1934 Exchange
     Act filings resulting in the automatic revocation of the registration
     or have filed a Form 15 voluntarily terminating the registration.

Indemnification of officers and directors may put Garnet Island's assets
at risk.

     The certificate of incorporation of Garnet Island provides that
     Garnet Island may indemnify officers and/or directors of Garnet
     Island for liabilities, which can include liabilities arising under
     the securities laws. Assets of Garnet Island could be used or attached
     to satisfy any liabilities subject to such indemnification.

The voting control by the current shareholders who are also the
sole officers and directors gives such shareholders the ability to
change the business plan of the Company.

     Current shareholders of the Company are also its sole
     officers and directors and hold 100% of the outstanding stock
     of the Company.  As such these shareholders are in control of
     the Company and its direction and business plan.  Although
     these shareholders/officers/directors are the initial
     creators of the Company and created the Company for the
     purposes stated in this registration statement, as
     controlling shareholders, these shareholders have the ability
     to change the purpose and direction of the Company without
     further amendment to this registration statement.

The Company's election not to opt out of JOBS Act extended accounting
transition period may not make its financial statements easily
comparable to other companies.

     Pursuant to the JOBS Act of 2012, as an emerging growth
     company the Company can elect  to opt out of the extended
     transition period for any new or revised accounting standards
     that may be issued by the PCAOB or the SEC.  The Company has
     elected not to opt out of such extended transition period which
     means that when a standard is issued or revised and it has
     different application dates for public or private companies,
     the Company, as an emerging growth company, can adopt the
     standard for the private company.  This may make comparison
     of the Company's financial statements with any other public
     company which is not either an emerging growth company nor
     an emerging growth company which has opted out of using the
     extended transition period difficult or impossible as possible
     different or revised standards may be used.

The proposed operations of Garnet Island are speculative.

     The success of the proposed business plan of Garnet Island will
     depend to a great extent on the operations, financial condition and
     management of the private company which combines with Garnet Island.
     While business combinations with entities having established
     operating histories are preferred, there can be no assurance that
     Garnet Island will be successful in locating candidates meeting
     such criteria.  The decision to enter into a business combination
     will likely be made without detailed feasibility studies,
     independent analysis, market surveys or  similar information which,
     if Garnet Island had more funds available to it, would  be desirable.
     In the event Garnet Island completes a business combination the success
     of its operations will be dependent upon management of the private
     company and numerous other factors beyond the control of Garnet Island.
     There is no assurance that Garnet Island can identify a company and
     consummate a business combination.

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The Company will seek only one business combination and as such
there is no diversification of investment.

   The purpose of Garnet Island is to enter into a business combination
   with a business entity which desires the perceived advantages of
   effecting a business combination with an existing company which has
   a class of securities registered under the Exchange Act. Garnet
   Island may participate in a business venture of virtually any
   kind or nature and it will not restrict its search to any specific
   business, industry, or geographical location.  Management anticipates
   that Garnet Island will be able to participate in only one potential
   business combination because Garnet Island has nominal assets and
   limited financial resources.  This lack of diversification should be
   considered a substantial risk to the shareholders of Garnet Island
   because it will not permit Garnet Island to offset potential losses
   from one venture against gains from another.

The Company is primarily dependent on Tiber Creek Corporation to seek
and secure a business combination.

    The President of Tiber Creek Corporation is a director, President
    and a shareholder of the Company. Tiber Creek Corporation assists
    companies in becoming public companies and assists companies with
    introductions to the financial community.  Although there is no
    agreement nor contractual relationship between the Company and
    Tiber Creek to perform or provide services, the Company is available
    for use by a client of Tiber Creek which wishes to use a reporting
    company incident to the process of registering its securities and
    becoming a reporting company. The Company is dependent primarily on
    Tiber Creek in order locate an entity with to effect a business
    combination. Without such business combination, it is unlikely that
    the Company  will develop any business plan or operations or revenues
    and will a shell company.  In addition, such reliance may result in
    the Company  missing other business combination opportunities otherwise
    available outside Tiber Creek.

No public market for the Company's shares may ever develop and as a result
the liquidity of any outstanding shares will be limited.

     It is likely that after a change in control and a possible subsequent
     business combination with a private company, the resultant new
     management of Garnet Island will desire to have the Company's shares
     listed or quoted on the over-the-counter bulletin board or in the OTC
     Market Groups Inc. (formerly the Pink OTC Markets).  There is no
     assurance, even if such shares are accepted for listing or quotation,
     that any public market will develop or that the Company will locate a
     broker interested or qualified in handling the Company's securities.
     In such event, the ability for any shareholder to sell the Company's
     shares owned by such shareholder will be limited.

Possible classification as a penny stock which may increase reporting
obligations for any transaction and additional burden on any potential
broker.

     In the event that a public market develops for the securities of
     Garnet Island following a business combination, such securities may
     be classified as a penny stock depending upon their market price and
     the manner in which they are traded.  The Securities and Exchange
     Commission has adopted Rule 15g-9 which establishes the definition
     of a "penny stock", for purposes relevant to Garnet Island, as any
     equity security that has a market price of less than $5.00 per share
     or with an exercise price of less than $5.00 per share whose securities
     are admitted to quotation but do not trade on the Nasdaq Capital
     Market or on a national securities exchange.  For any transaction
     involving a penny stock, unless exempt, the rules require delivery
     by the broker of a document to investors stating the risks of
     investment in penny stocks, the possible lack of liquidity,
     commissions to be paid, current quotation and investors' rights
     and remedies, a special suitability inquiry, regular reporting
     to the investor and other requirements.

There is a scarcity of and competition for business opportunities
and combinations.

     Garnet Island is and will continue to be an insignificant participant
     in the business of seeking mergers with and acquisitions of business
     entities.  A large number of established and well-financed entities,
     including venture capital firms, are active in mergers and
     acquisitions of companies which may be merger or acquisition
     candidates for Garnet Island.  Nearly all such entities have
     significantly greater financial resources, technical expertise
     and managerial capabilities than Garnet Island and, consequently,
     Garnet Island will be at a competitive disadvantage in identifying
     possible business opportunities and successfully completing a
     business combination.  Moreover, Garnet Island will also
     compete with numerous other small public companies in seeking
     merger or acquisition candidates.

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There is no agreement for a business combination and no minimum
requirements for business combination.

     Tiber Creek is continually in discussion with various entities who
     are considering the use of a reporting company as part of the process
     of going public.  In these discussions Tiber Creek will explain the
     the various options of becoming a reporting company including the use
     of an existing public reporting company such as Garnet Island.
     As of the date of this registration statement, Garnet Island has no
     arrangement, agreement or understanding with respect to engaging in
     a business combination with a specific entity.  When, if at all,
     Garnet Island enters into a business combination it will file the
     required reports with the Securities and Exchange Commission.
     There can be no assurance that Garnet Island will be successful in
     identifying and evaluating suitable business opportunities or in
     concluding a business combination. No particular industry or
     specific business within an industry has been selected.  Garnet
     Island has not established a specific length of operating history
     or a specified level of earnings, assets, net worth or other criteria
     which it will require a private company to have achieved, or without
     which Garnet Island would not consider a business combination with such
     business entity.  Accordingly, Garnet Island may enter into a business
     combination with a business entity having no significant operating
     history, losses, limited or no potential for immediate earnings,
     limited assets, negative net worth or other negative characteristics.
     There is no assurance that Garnet Island will be able to negotiate a
     business combination on terms favorable to Garnet Island.

Reporting requirements may delay or preclude acquisition.

     Pursuant to the requirements of Section 13 of the Exchange Act, Garnet
     Island is required to provide certain information about significant
     acquisitions including audited financial statements of the acquired
     company.  Obtaining audited financial statements is the economic
     responsibility of the private company.  The additional time and costs
     that may be incurred by some potential  companies to prepare such
     financial statements may significantly delay or essentially preclude
     consummation of an otherwise desirable acquisition by Garnet Island.
     Prospects that do not have or are unable to obtain the required
     audited statements may not be appropriate for acquisition so long
     as the reporting requirements of the Exchange Act are applicable.

     Notwithstanding a company's agreement to obtain audited financial
     statements within the required time frame, such audited financial
     statements may not be available to Garnet Island at the time of entering
     into an agreement for a business combination.  In cases where audited
     financial statements are unavailable, Garnet Island will have to rely
     upon information that has not been verified by outside auditors in making
     its decision to engage in a transaction with the business entity.  This
     risk increases the prospect that a business combination with such a
     company might prove to be an unfavorable one for Garnet Island.

Possible Regulation under Investment Company Act which, if imposed, would
substantially increase reporting and compliance costs and regulations.

     In the event Garnet Island engages in business combinations which result
     in Garnet Island holding passive investment interests in a number of
     entities, Garnet Island could be subject to regulation under the
     Investment Company Act of 1940.  Passive investment interests, as used
     in the Investment Company Act, essentially means investments held by
     entities which do not provide management or consulting services or are
     not involved in the business whose securities  are held.  In such event,
     Garnet Island would be required to register as an investment company and
     could be expected to incur significant registration and compliance
     costs.  Garnet Island has obtained no formal determination from the
     Securities and Exchange Commission as to the status of Garnet Island
     under the Investment Company Act of 1940. Any violation of such Act
     could subject Garnet Island to material adverse consequences.

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Garnet Island will probably effect a change in control and management and
the biographies and objectives of such management and its impact on
the Company are unknown.

    A business combination involving the issuance of the common stock
    of Garnet Island  will, in all likelihood, result in shareholders of
    a private company obtaining a controlling interest in Garnet Island.
    As a condition of the business combination agreement, the shareholders
    of Garnet Island may agree to sell, transfer or retire all or a portion
    of their stock of Garnet Island to provide the target company with all
    or majority control.  The resulting change in control of Garnet Island
    will likely result in removal of the present officers and directors of
    Garnet Island and a corresponding reduction in or elimination of their
    participation in  the future affairs of Garnet Island.

Garnet Island will probably effect a business combination which may have
a possible impact on the value of the shares of its common
stock.

     A business combination normally will involve the issuance of a
     significant number of additional shares.  Depending upon the value
     of the assets acquired in such business combination, the per share
     value of the common stock of Garnet Island may increase or decrease,
     perhaps significantly, after any such business combination.  At the
     present time the Company is a blank check company without revenues
     or operations and there is no share value other than the initial
     capital contribution of its initial shareholders.  Therefore
     reliance on the current information regarding the current book value
     is probably not a good indication of future value of the stock as
      such value may increase or decrease after a business combination.

Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination Garnet Island may undertake.

     Currently, such transactions may be structured so as to result in
     tax-free treatment to both companies, pursuant to various federal
     and state tax provisions.  Garnet Island intends to structure any business
     combination so as to minimize the federal and state tax consequences
     to both Garnet Island and the private company; however, there can be no
     assurance that such business combination will meet the statutory
     requirements of a tax-free reorganization or that the parties will
     obtain the intended tax-free treatment upon a transfer of stock or
     assets.  A non-qualifying reorganization could result in the imposition
     of both federal and state taxes which may have an adverse effect on
     both parties to the transaction. Any potential acquisition or merger
     with a foreign company may create additional risks.


It is possible Garnet Island will enter a business combination with a foreign
entity and will therefore be subject to risks and taxes that are
currently unknown and the impact of which is presently unpredictable.

      If Garnet Island enters into a business combination with a foreign
      concern it will be subject to risks inherent in business operations
      outside of the United States. These risks include, for example,
      currency fluctuations, regulatory problems, punitive tariffs, unstable
      local tax policies, trade embargoes, risks related to shipment of raw
      materials and finished goods across national borders and cultural and
      language differences.  Foreign economies may differ favorably or
      unfavorably from the United States economy in growth of gross national
      product, rate of inflation, market development, rate of savings,
      capital investment, resource self-sufficiency, balance of payments

10
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      positions, and in other respects.  Any business combination with a
      foreign company may result in control of Garnet Island by individuals
      who are not resident in the United States and in assets which are located
      outside the United States, either of which could significantly reduce
      the ability of the shareholders to seek or enforce legal remedies
      against Garnet Island.

ITEM 2.  FINANCIAL INFORMATION

PLAN OF OPERATION.

     Garnet Island has had no operating history nor any revenues or earnings
from operations.  Garnet Island has no significant assets or financial
resources.  The Company has not generated revenues and has no income or
cash flows from operations since inception. Garnet Island has sustained
losses to date and will, in all likelihood, continue to sustain expenses
without corresponding revenues, at least until the consummation of a
business combination.

     The continuation of the Company as a going concern is dependent
upon financial support from its stockholders, the ability of the Company
to obtain necessary equity financing to continue operations, and
successfully effecting a business combination. Management will pay all
expenses incurred by Garnet Island until a business combination is effected
without repayment.

There is no assurance that Garnet Island will ever be profitable.

     Garnet Island has no operations nor does it currently engage in
any business activities generating revenues.  Garnet Island's principal
business objective for the following 12 months is to be used in a business
combination with a private company as part of that company's process
to become a public company.

     Garnet Island anticipates that during the 12 months following the date
of this registration statement, it will incur costs related to (i) filing
reports as required by the Securities Exchange Act of 1934, including
accounting fee and (ii) payment of annual corporate fees.  It is
anticipated that such expenses will not exceed $5,000 although management
has not set a limit on the amount of expenses it will pay on behalf
of Garnet Island.  Management has agreed to fund the expenses of Garnet
Island until a change in control without reimbursement after which time such
expenses will become the responsibility of new management. Because of the
nature of the Garnet Island and its absence of any on-going operations,
these expenses are anticipated to be relatively low.

Business Combination with a Private Company

     Tiber Creek assists private companies in becoming public reporting
companies, in preparing and filing a registration statement and in
introducing to brokers and market makers.  Such services may include,
when and if appropriate, effecting a business combination with an
existing reporting company, such as Garnet Island.

     Tiber Creek is often in various stages of discussion with
potential private companies which may wish to utilize an existing
public company to effect a business combination.  At the time that
a decision is made to combine a private company with Garnet Island,
Garnet Island will make an appropriate filing reporting that event.

     Garnet Island will not make any independent search for a possible private
company nor will it retain or use any entity to identify or analyze the merits
of a private company.  Garnet Island will effect a business combination with
a private company as part of the process of the private company becoming
a public reporting company.


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Management of Garnet Island

     Garnet Island has no full time employees.  James Cassidy and James
McKillop are the officers and directors of Garnet Island and its
shareholders.  Mr. Cassidy, as president of Garnet Island, and Mr.
McKillop as vice president, will allocate a limited portion of time to
the activities of Garnet Island without compensation. Potential conflicts
may arise with respect to the limited time commitment by management and
the potential demands of the activities of Garnet Island.

     The amount of time spent by Mr. Cassidy or Mr. McKillop on the
activities of Garnet Island is not predictable.  Such time may vary
widely from an extensive amount when reviewing a company and effecting
a business combination to an essentially quiet time when activities of
management focus elsewhere. It is impossible to predict the amount of
time that will actually be required to spend to review suitable
companies.

General Business Plan

     The purpose of Garnet Island is to effect a business combination
with a business entity which chooses to become a public company by a
combination with a reporting company and desires to seek the
perceived advantages of a corporation which has a class of securities
registered under the Exchange Act.

     Garnet Island will not be restricted to any specific business,
industry, or geographical location and Garnet Island may participate
in a business venture of virtually any kind or nature.  Although Garnet
Island will not conduct a search for a target company itself, it will,
however, be available for use by any client of Tiber Creek which wishes
to use a reporting company incident to the process of registering its
securities and becoming a reporting company.  The president of Tiber
Creek is the president of Garnet Island.

    Management anticipates that it will be able to participate in only
one potential business venture because Garnet Island has nominal assets
and limited financial resources.  This lack of diversification should
be considered a substantial risk to the shareholders of Garnet Island
because it will not permit Garnet Island to offset potential losses
from one venture against gains from another.

     The private company with which Garnet Island may effect a business
combination may have recently commenced operations, or  may wish to
utilize the public marketplace in order to raise additional capital
in order to expand into new products or markets, to develop a new
product or service, or for other corporate purposes.

     After a change in control of the Company and after a subsequent
business combination, if any, the current shareholders of Garnet Island
will likely retain an equity interest in Garnet Island, which would be
a non-controlling equity interest.  The current officers and directors
of Garnet Island will not be officers nor directors after any change in
control.

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     Business  opportunities may be available in many different
industries and at various stages of development, all of which will
make the task of comparative investigation and analysis of such
business opportunities difficult and complex.

     Garnet Island has, and will continue to have, no capital with which
to provide the owners of business entities with any cash or other assets.

     Sixty days after the initial filing of this registration
statement, Garnet Island will automatically become subject to the reporting
requirements of the Securities Exchange Act of 1934.  Included in these
requirements is the duty of Garnet Island to file audited financial statements
reporting a business combination which is required to be filed with the
Securities and Exchange Commission upon completion of the combination.

     Because of the time required to prepare financial statements, a
private company which has entered into a business combination agreement
may wish to take control of Garnet Island before the it has completed
its audit.  Among other things, this will allow the private company
to announce the pending combination through filings with the
Securities and Exchange Commission which will then be available to the
financial community, potential investors, and others.  In such case,
Garnet Island will only have access to unaudited and possibly limited
financial information about the private company in making a decision to
combine with that company.

Public Market for Garnet Island Shares

     It is likely that After a change in control and a possible subsequent
business combination with a private company thereafter, the resultant new
management of Garnet Island will desire to have the Company's shares listed
or quoted on the over-the-counter bulletin board or in the electronic OTC
Markets Group Inc. (formerly Pink OTC Markets Inc.) Present management
does not intend to make such an application or seek such qualification
for public trading of the shares but Tiber Creek will assist such
action of new management as part of its services.

     A potential private company should be aware that the market price
and trading volume of the securities of Garnet Island, when and if listed
for secondary trading, may depend in great measure upon the willingness
and efforts of successor management to encourage interest in the Company
within the United States financial community.  Garnet Island does not have
the market support of an underwriter that would normally follow a public
offering of  its securities.  Initial market makers are likely to simply
post bid and asked prices and are unlikely to take positions in Garnet
Island's securities for their own account or customers without active
encouragement and a basis for doing so.  In addition, certain market
makers may take short positions in the Company's securities, which may
result in a significant pressure on their market price.

Terms of a Business Combination

     In implementing a structure for a particular business combination,
Garnet Island may become a party to a merger, consolidation, reorganization,
joint venture, licensing agreement or other arrangement with another
corporation or entity.  On the consummation of a change in control, it
is likely that the present management and shareholders of Garnet Island
will no longer be in control of Garnet Island.  In addition, it is likely
that the officers and directors of Garnet Island will, as part of the terms
of the change in control, resign and be replaced by one or more new officers
and directors.

     It is anticipated that any securities issued in any business
combination would be issued in reliance upon exemption from registration
under applicable federal and state securities laws. Garnet Island will
likely register all or a part of such securities for public trading after
the transaction is consummated.  If such registration occurs, it will be
undertaken by the surviving entity after Garnet Island has entered into
an agreement for a business combination or has consummated a business
combination and Garnet Island is no longer considered a blank check company.
The issuance of additional securities and their potential sale into any
trading market which may develop in the securities of Garnet Island
may depress the market value of the securities of Garnet Island in the
future if such a market develops, of which there is no assurance.

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     While the terms of a business transaction to which Garnet Island may
be a party cannot be predicted, it is expected that the parties to the
business transaction will desire to avoid the creation of a taxable event
and thereby structure the acquisition in a tax-free reorganization under
Sections 351 or 368 of the Internal Revenue Code of 1986, as amended.

     The current officers and directors of Garnet Island will provide their
services without charge or any future repayment by Garnet Island until
such time as a change in control is effected and they no longer serve as
officers or directors.  After effecting a change in control and any possible
subsequent business combination, it is likely that the current shareholders
will retain a non-controlling share ownership in Garnet Island.

Competition

     Garnet Island will remain an insignificant participant among the firms
which engage in the acquisition of business opportunities.  There are
many established venture capital and financial concerns which have
significantly greater financial and personnel resources and technical
expertise than Garnet Island.  In view of Garnet Island's combined
extremely limited financial resources and limited management availability,
Garnet Island will continue to be at a significant competitive disadvantage
compared to Garnet Island's competitors.

ITEM 3.  PROPERTIES.

     Garnet Island has no properties and at this time has no agreements to
acquire any properties.  Garnet Island currently uses the offices of
management in Beverly Hills, California, at no cost to Garnet Island.
Management will continue this arrangement until Garnet Island completes
a business combination.

ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                AND MANAGEMENT.

     The following table sets forth each person known by Garnet Island
to be the beneficial owner of five percent or more of the common stock
of Garnet Island, all directors individually and all directors and officers
of Garnet Island as a group.  Except as noted, each person has sole voting
and investment power with respect to the shares shown.

Name and Address             Amount of Beneficial
of Beneficial Owner          Ownership              Percentage of Class
------------------------     --------------------   -------------------
James Cassidy           (1)       10,000,000               50%
215 Apolena Avenue
Newport Beach, CA 92662

James McKillop (2)                10,000,000               50%
9454 Wilshire Boulevard
Suite 612
Beverly Hills, California 90212

All Executive Officers and        20,000,000              100%
Directors as a Group (2 Persons)

     (1) James Cassidy is the president, secretary and a director of
Garnet Island.

     (2) James McKillop is the vice president and a director of
Garnet Island.

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ITEM 5.  DIRECTORS AND  EXECUTIVE OFFICERS

     Garnet Island has two directors and officers as follows:

Name                        Age         Positions and Offices Held

James Cassidy               80          President, Secretary, Director
James McKillop              56          Vice President, Director

     Set forth below are the name of the directors and officers of
Garnet Island, all positions and offices held and the business experience
during at least the last five years:

    James Cassidy, Esq., LL.B., LL.M., serves as a director, president
and secretary of Garnet Island.  Mr. Cassidy received a Bachelor of
Science in Languages and Linguistics from Georgetown University in
1960, a Bachelor of Laws from The Catholic University School of Law in
1963, and a Master of Laws in Taxation from The Georgetown University
School of Law in 1968.  From 1963-1964, Mr. Cassidy was law clerk to
the Honorable Inzer B. Wyatt of the United States District Court for the
Southern District of New York.  From 1964-1965, Mr. Cassidy was law
clerk to the Honorable Wilbur K. Miller of the United States Court of
Appeals for the District of Columbia.  From 1969-1975, Mr. Cassidy was
an associate of the law firm of Kieffer & Moroney and a principal in the
law firm of Kieffer & Cassidy, Washington, D.C. From 1975 to date, Mr.
Cassidy has been a principal in the law firm of Cassidy & Associates, and
its predecessors, specializing in securities law and related corporate and
federal taxation matters. Mr. Cassidy is the president, director and sole
shareholder of Tiber Creek Corporation which assists companies in becoming
public companies and with introductions to the financial community.
Mr. Cassidy is a member of the bars of the District of Columbia and the
State of New York, and is admitted to practice before the United States
Tax Court and the United States Supreme Court.  Garnet Island believes
Mr. Cassidy to have the business experience necessary to serve as a
director of Garnet Island as it seeks to enter into a business combination.
As a lawyer involved in business transactions and securities matters,
Mr. Cassidy has  had experience in evaluating companies and
management, understanding business plans, assisting in capital
raising and determining corporate structure and objectives.

    James McKillop serves as a director and vice president of
Garnet Island. Mr. McKillop began his career at Merrill Lynch. Mr. McKillop
has also been involved in financial reporting and did a daily stock market
update for KPCC radio in Pasadena, California.  Mr. McKillop has been
doing consulting work for private and public companies since 2000 to
the present.  Mr. McKillop heads MB Americus, LLC a financial consulting
firm which he founded.  Mr. McKillop has written articles for various
publications on financial matters. He has been a past member of the
World Affairs Council. Mr. McKillop received his Bachelor of Arts
in Economics in 1984 from the University of California at Los Angeles.
With his background in financial and securities matters, the Company
believes Mr. McKillop to have experience and knowledge that will
serve the Company in seeking and evaluating a suitable private company.

     There are no agreements or understandings for the above-named
officers or directors to resign at the request of another person and
the above-named officers and directors are not acting on behalf of
nor will act at the direction of any other person.

Recent Blank Check Companies

     James Cassidy, the president and a director of Garnet Island and
James McKillop, vice president and a director of Garnet Island,
are involved with other existing blank check companies and with blank
check companies that have had a change in control or change in
management and directors and-or have effected a business combination.
The initial business purpose of each of these companies was to engage
in a business combination with an unidentified private company or
companies and each was a blank check company until completion of
a business combination.

     James Cassidy and James McKillop through Tiber Creek work with many
companies, some start-up and others on-going, that wish to become public
companies.  Although they counsel management of these companies on the
requirements, disclosure, expense and limitations that being a public
company encompasses not all companies nor management thereof are able
to meet the obligations of being a public company.  A number of the
companies listed below have, for whatever reason, chosen not to proceed
and have either become deliquent on the required 1934 Exchange Act filing
requirements resulting in the automatic revocation of their registrations
or have filed a Form 15 volunarily terminating their registrations.


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     The below listed companies each independently negotiated
with Tiber Creek for Tiber Creek to assist it in going public.  The
companies listed below are those that chose as part of going public to
use an existing reporting company as a vehicle to go public rather than
to go public by directly filing a registration statement pursuant to the
Securities Act of 1933.  These companies paid Tiber Creek for its assistance
in choosing the method by which to go public, the process of going public
and for its on-going services for introductions into the brokerage
community.

     For its complete package of services, including taking a company
public whether by merger with a public reporting company or direct
registration statement, preparation of a registration statement on
Form S-1 for registration of its securities, assistance in corporate
structuring, introductions to the brokerage community and review of
documents or materials intended to be used by the private company
once a public reporting company, Tiber Creek receives compensation
in the range of $100,000.

   Tiber Creek engages the law firm which provides the services
to assist the company in its desired transactions including preparation
of the legal documentation required for the client company to take control
of a reporting company and to commence filing its periodic reports.
Tiber Creek utilizes the services of Cassidy & Associates, a law firm
of which the president of Tiber Creek is also the senior partner.

     A change in control of a company will not change that
company's status as a shell company.  Once a company effects a
business combination such as a merger with a company that has
operations, revenues, a business plan or other corporate
structure, then at that time, the company's status as a shell
company may change.  At such time, such company will file a
Form 8-K noticing the business combination information and notice
of the change in its status.

     The information summarizes the blank check companies with
which Mr. Cassidy and/or Mr. McKillop is or has been involved in the
past five years which filed a registration statement on Form 10.
In most instances that a business combination is transacted with
one of these companies, it is required to file a Current Report on Form
8-K describing the transaction.  Reference is made to the Current Report
on Form 8-K filed for any company listed below and for additional detailed
information concerning the business combination entered into by that
company, including financial information.

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     Oakwood Acquisition Corporation:  Form 10 filed on October 7,
2010, file number 000-54147.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On
December 12, 2011 the corporation filed a Form 8-K noticing the change of
control effected November 30, 2011 with the redemption of 19,500,000 shares
of the 20,000,000 shares of outstanding stock at a per share redemption
price at par of $.0001, issuance of 1,000,000 shares of common stock at
a per share purchase price at par of $.0001, the election of new directors
and appointment of new officers.  Mr. Cassidy and Mr. McKillop each
beneficially retained 250,000 shares of stock.  Messrs. Cassidy and
McKillop each resigned from all offices and as directors.  The name of
the corporation was changed to Bristol Rhace Natural Resource
Corporation.

     Sherwood Acquisition Corporation:  Form 10 filed on October 7,
2010, file number 000-54145.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On July 22,
2011, Sherwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected July 20, 2011 with the redemption of an
aggregate of 19,800,000 shares of the then 20,000,000 shares of
of outstanding common stock at a per share redemption price at par
of $.0001, issuance of 19,800,000 additional shares of common
stock at the per share price at par of $.0001, the election of new
directors and appointment of new officers.  Mr. Cassidy and Mr.
McKillop each beneficially retained 100,000 shares of stock.  Messrs.
Cassidy and McKillop each resigned from all offices and as directors.

     Beachwood Acquisition Corporation:  Form 10 filed on June 2,
2011, file number 000-54423.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the only shareholders and
each was indirect beneficial owner of 10,000,000 shares.  On August 31,
2011 Beachwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected August 31, 2011 with the redemption of an
aggregate of 18,500,000 shares of the then outstanding 20,000,000 shares
of common stock at a per share redemption price at par of $.0001,
issuance of 3,000,000 additional shares of common stock at a per share
price at par of $.0001, the election of new directors and appointment of
new officers.  Mr. Cassidy and Mr. McKillop each beneficially retained
750,000 shares of stock.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to BioPharma Manufacturing Solutions Inc.

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     Boxwood Acquisition Corporation:  Form 10 filed on June 2,
2011, file number 000-54424. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On November
1, 2011 Boxwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected October 28, 2011 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000 shares
of common stock at a per share redemption price at par of $.0001, the
issuance of 10,500,000 additional shares of common stock at a per share
price at par of $.0001, the election of new directors and appointment
of new officers.  Mr. Cassidy and Mr. McKillop each beneficially retained
250,000 shares of stock.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors.   The name of the corporation was
changed to GreenPower International Group, Ltd.

     Cottonwood Acquisition Corporation:  Form 10 filed on June 2,
2011, file number 000-54425.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On
November 2, 2011 Cottonwood Acquisition Corporation filed a Form 8-K
noticing the change of control effected October 30, 2011 with the
redemption of an aggregate of 19,700,000 shares of the then outstanding
20,000,000 shares of common stock at a per share redemption price at
par of $.0001, the issuance of 19,700,000 additional shares of common
stock at a per share price at par of $.0001, the election of new directors
and appointment of new officers.  Mr. Cassidy and Mr. McKillop each
beneficially retained 150,000 shares of stock.  Messrs. Cassidy and
McKillop each resigned from all offices and as directors. The name of
the corporation was changed to Creative Entertainment Holdings, Inc.

     Driftwood Acquisition Corporation:  Form 10 filed on June 2,
2011, file number 000-54426.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On February
28, 2012, Driftwood Acquisition Corporation filed a Form 8-K noticing
the change of control effected February 1, 2012 with the redemption
of an aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock at a per share redemption price of $.0001, the
issuance of 6,000,000 additional shares of common stock at a per share
price at par of $.0001, the election of new directors and appointment
of new officers.  Mr. Cassidy and Mr. McKillop each beneficially
retained 250,000 shares of stock.  Messrs. Cassidy and McKillop each
resigned from all offices and as directors. The name of the corporation
was changed to Pivotal Group, Inc.

     Moosewood Acquisition Corporation:  Form 10 filed on June 2,
2011, file number 000-54427. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On May 23,
2012, Moosewood Acquisition Corporation filed a Form 8-K noticing the
change of control effected May 22, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock at a per share redemption price at par of
$.0001, the issuance of 1,000,000 additional shares of common stock
at a per share price at par of $.0001, the election of new directors
and appointment of new officers.  Mr. Cassidy and Mr. McKillop each
beneficially retained 250,000 shares of stock.  Messrs. Cassidy and
McKillop each resigned from all offices and as directors. The name
of the corporation was changed to First Rate Staffing Corporation.

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     Amberwood Acquisition Corporation:  Form 10 filed on November 8,
2011, file number 000-54541.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  Amberwood
Acquisition Corporation filed a Form 8-K noticing the change of control
effected March 27, 2012 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at a per
share redemption price at par of $.0001, the issuance of 1,000,000
additional shares of common stock at a per share price at par of $.0001,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares of
stock.  Messrs. Cassidy and McKillop each resigned from all offices and
as directors. The name of the corporation was changed to American Laser
Healthcare Corporation.

     Bluewood Acquisition Corporation:  Form 10 filed on November 8,
2011, file number 000-54542.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On April
30, 2012, Bluewood Acquisition Corporation filed a Form 8-K noticing the
change of control effected April 30, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock at a per share redemption price at par of
$.0001, the issuance of 1,000,000 additional shares of common stock at
a per share price at par of $.0001, the election of new directors and
appointment of new officers.  Mr. Cassidy and Mr. McKillop each
beneficially retained 250,000 shares of stock.  Messrs. Cassidy and
McKillop each resigned from all offices and as directors. The name of
the corporation was changed to Xtreme Healthcare Corporation.

     Rosewood Acquisition Corporation:  Form 10 filed on November 8,
2011, file number 000-54544.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On April 3,
2012, Rosewood Acquisition Corporation filed a Form 8-K noticing the
change of control effected March 31, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock at a per share redemption price at par of $.0001,
the issuance of 1,000,000 additional shares of common stock at a per
share price at par of $.0001, the election of new directors and
appointment of new officers.  Mr. Cassidy and Mr. McKillop each
beneficially retained 250,000 shares of stock. Messrs. Cassidy and
McKillop each resigned from all offices and as directors.

     Silverwood Acquisition Corporation:  Form 10 filed on November 8,
2011, file number 000-54545.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On January
4, 2013, Silverwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected December 20, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock at a per share redemption price at par of
$.0001, the issuance of 1,000,000 additional shares of common stock
at a per share price at par of $.0001, the election of new directors
and appointment of new officers.  Mr. Cassidy and Mr. McKillop each
beneficially retained 250,000 shares of stock.  Messrs. Cassidy and
McKillop each resigned from all offices and as directors.  The company
changed its name to IIM Global Corporation.

     Yellowwood Acquisition Corporation:  Form 10 filed on November 8,
2011, file number 000-54546.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On April 17,
2012, Yellowwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected April 17, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock at a per share redemption price at par of $.0001,
the issuance of 1,000,000 additional shares of common stock at a per
share price at par of $.0001, the election of new directors and
appointment of new officers.  Mr. Cassidy and Mr. McKillop each
beneficially retained 250,000 shares of stock.  Messrs. Cassidy and
McKillop each resigned from all offices and as directors.

20
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     Bentwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54590.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On July 17,
2012, Bentwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected July 11, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000 shares
of common stock at a per share redemption price at par of $.0001, the
issuance of 1,000,000 additional shares of common stock at a per share
price at par of $.0001, the election of new directors and appointment of
new officers.  Mr. Cassidy and Mr. McKillop each beneficially retained
250,000 shares of stock.Messrs. Cassidy and McKillop each resigned from
all offices and as directors. The name of the corporation was changed to
Rezilient Direct Corporation.

     Hardwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54591. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On
October 5, 2012, Hardwood Acquisition Corporation filed a Form 8-K
noticing the change of control with the redemption of an aggregate
of 19,700,000 shares of the then outstanding 20,000,000
shares of common stock at a per share redemption price at par of
$.0001, the election of new directors and appointment
of new officers. Mr. Cassidy and Mr. McKillop each beneficially
retained 150,000 shares of stock.  Messrs. Cassidy and McKillop
each resigned from all offices and as directors. The name of the
corporation was changed to Moxian Corporation.

     Lightwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54592.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On
October 16, 2012, Lightwood Acquisition Corporation filed a Form 8-K
noticing the change of control with the redemption of an aggregate
of 19,700,000 shares of the then outstanding 20,000,000
shares of common stock, the election of new directors and appointment
of new officers. Mr. Cassidy and Mr. McKillop each beneficially
retained 150,000 shares of stock.  Messrs. Cassidy and McKillop
each resigned from all offices and as directors.  The name of the
corporation was changed to Greenpro Resources Corporation.

     Roundwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54593.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On June 15,
2012, Roundwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected June 7, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock at a per share redemption price at par of
$.0001, the issuance of 10,500,000 additional shares of common stock
at a per share price at par of $.0001, the election of new directors
and appointment of new officers.  Mr. Cassidy and Mr. McKillop each
beneficially retained 250,000 shares of stock. Messrs. Cassidy and
McKillop each resigned from all offices and as directors. The name
of the corporation was changed to Bio Oil National Corporation.

21
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     Timberwood Acquisition Corporation: Form 10 filed on January 27,
2012, file number 000-54594.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On May 15,
2012, Timberwood Acquisition Corporation filed a Form 8-K noticing the
change of control effected May 12, 2012 with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock at a per share redemption price at par of $.0001,
the issuance of 19,500,000 additional shares of common stock at a per
share price at par of $.0001, the election of new directors and
appointment of new officers.  Mr. Cassidy and Mr. McKillop each
beneficially retained 250,000 shares of stock. Messrs. Cassidy and
McKillop each resigned from all offices and as directors.

     Entree Acquisition Corporation: Form 10 filed on May 30,
2012, file number 000-54720. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On
October 3, 2012, Entree Acquisition Corporation filed a Form 8-K
noticing the change of control with the redemption of an aggregate
of 19,500,000 shares of the then outstanding 20,000,000 shares
of common stock at a per share redemption price at par of $.0001,
the issuance of 2,774,126 additional shares of common stock at a
per share price at par of $.0001, the election of new directors
and appointment of new officers.  Mr. Cassidy and Mr. McKillop
each beneficially retained 250,000 shares of stock.  Messrs. Cassidy
and McKillop each resigned from all offices and as directors.
The name of the corporation was changed to Hauge Technology, Inc.

     Gumtree Acquisition Corporation: Form 10 filed on May 30,
2012, file number 000-54721.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On
September 17, 2012, Gumtree Acquisition Corporation filed a Form 8-K
noticing the change of control effected September 7, 2012 with the
redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of 19,500,000 additional shares
of common stock at a per share price at par of $.0001, the election
of new directors and appointment of new officers.  Mr. Cassidy and
Mr. McKillop each beneficially retained 250,000 shares of stock.
Messrs. Cassidy and McKillop each resigned from all offices and
as directors. The name of the corporation was changed to Access US
Oil & Gas, Inc.

     Sagetree Acquisition Corporation: Form 10 filed on May 30,
2012, file number 000-54722.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On
September 27, 2012, Sagetree Acquisition Corporation filed a Form 8-K
noticing the change of control with the redemption of an aggregate
of 19,500,000 shares of the then outstanding 20,000,000 shares
of common stock at a per share redemption price at par of $.0001,
the issuance of 1,000,000 additional shares of common stock at a
per share price at par of $.0001, the election of new directors
and appointment of new officers.  Mr. Cassidy and Mr. McKillop
each beneficially retained 250,000 shares of stock.  Messrs. Cassidy
and McKillop each resigned from all offices and as directors.

22
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     Saddletree Acquisition Corporation: Form 10 filed on May 30,
2012, file number 000-54723.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On
November 2, 2012, Saddletree Acquisition Corporation filed a Form 8-K
noticing the change of control with the redemption of an aggregate of
19,500,000 shares of the then outstanding 20,000,000 shares of common
stock at a per share redemption price at par of $.0001, issuance of
1,000,000 additional shares of common stock at a per share price at
par of $.0001, the election of new directors and appointment of new
officers.  Mr. Cassidy and Mr. McKillop each beneficially retained
250,000 shares of stock.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to Go Green Smokeless Oil International Inc.

     Whiffletree Acquisition Corporation: Form 10 filed on May 30,
2012, file number 000-54724.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On
November 2, 2012, Whiffletree Acquisition Corporation filed a Form 8-K
noticing the change of control with the redemption of an aggregate of
19,750,000 shares of the then outstanding 20,000,000 shares of common
stock at a per share redemption price at par of $.0001, the issuance
of 1,000,000 additional shares of common stock at a per share price at
par of $.0001, the election of new directors and appointment of new
officers.  Mr. Cassidy and Mr. McKillop each beneficially retained
125,000 shares of stock. The name of the corporation was changed to
Whoopass Poker Corporation.

     Backgate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54824.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares.  On
February 26, 2013, Backgate Acquisition Corporation filed a Form 8-K
noticing the change of control with the redemption of an aggregate of
19,500,000 shares of the then outstanding 20,000,000 shares of common
stock at a per share redemption price at par of $.0001, the issuance
of 1,000,000 additional shares of common stock at a per share price at
par of $.0001, the election of new directors and appointment of new
officers.  Mr. Cassidy and Mr. McKillop each beneficially retained
250,000 shares of stock.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to JMJP Partners, Inc.

	Beachgate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54825.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. Beachgate
Acquisition Corporation filed a Form 8-K noticing the change of control
on March 25, 2013 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of 1,000,000
additional shares of common stock at a per share price at par of $.0001,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares of
stock.  Messrs. Cassidy and McKillop each resigned from all offices and
as directors. The name of the corporation was changed to Essential
Telecommunications, Inc.

23
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	Fordgate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54826.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. Fordgate
Acquisition Corporation filed a Form 8-K noticing the change of control
on June 28, 2013 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of 1,000,000
additional shares of common stock at a per share price at par of $.0001,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares of
stock.  Messrs. Cassidy and McKillop each resigned from all offices
and as directors.

	Harrogate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54827.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. Harrogate
Acquisition Corporation filed a Form 8-K noticing the change of control
on March 25, 2013 with the redemption of an aggregate of 19,600,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of 1,000,000
additional shares of common stock at a per share price at par of $.0001,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 200,000 shares of
stock.  Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation was changed to
Live Brands, Inc.

        Sandgate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54830.   Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. Sandgate
Acquisition Corporation filed a Form 8-K noticing the change of control
on July 19, 2013 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of 1,000,000
additional shares of common stock at a per share price at par of $.0001,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares of
stock.  Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation was changed to
Sunstock, Inc.

	Sidegate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54829. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. Sidegate
Acquisition Corporation filed a Form 8-K noticing the change of control
on September 30, 2013 with the redemption of an aggregate of 19,900,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of 2,500,000
additional shares of common stock at a per share price at par of $.0001,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 50,000 shares of
stock.  Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation was changed to
UPOD, Inc.

	Tablegate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54831.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. Tablegate
Acquisition Corporation filed a Form 8-K noticing the change of control
on September 13, 2013 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of 1,000,000
additional shares of common stock at a per share price at par of $.0001,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares of
stock. Messrs. Cassidy and McKillop each resigned from all offices and
as directors. The name of the corporation was changed to 1701
Productions, Inc.

24
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	Treegate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54832.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. Treegate
Acquisition Corporation filed a Form 8-K noticing the change of control
on October 1, 2013 with the redemption of an aggregate of 19,600,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of 13,000,000
additional shares of common stock at a per share price at par of $.0001,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 200,000 shares of
stock.  Messrs. Cassidy and McKillop each resigned from all offices and
as directors. The name of the corporation was changed to Solis Pharma U.S.,
Inc.

	Wallgate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54833.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. Wallgate
Acquisition Corporation filed a Form 8-K noticing the change of control
on May 7, 2013 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of 1,000,000
additional shares of common stock at a per share price at par of $.0001,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares of
stock.  Messrs. Cassidy and McKillop each resigned from all offices and
as directors. The name of the corporation was changed to Percipience Global
Corporation.

	Woodgate Acquisition Corporation: Form 10 filed on October 10,
2012, file number 000-54834.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the only shareholders
and each was indirect beneficial owner of 10,000,000 shares. Woodgate
Acquisition Corporation filed a Form 8-K noticing the change of control
on May 16, 2013 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of 8,750,000
additional shares of common stock at a per share price at par of $.0001,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares of
stock.  Messrs. Cassidy and McKillop each resigned from all offices and
as directors. The name of the corporation was changed to Woodgate Energy
Corporation.

	Canyonwalk Acquisition Corporation: Form 10 filed on June 21,
2013, file number 000-54978.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was indirect beneficial owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on December 4, 2013
with the redemption of an aggregate of 19,900,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of 10,000,000 shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers. Messrs. Cassidy and McKillop each beneficially
retained 50,000 shares of common stock. Messrs. Cassidy and McKillop each
resigned from all offices and as directors. The name of the corporation
was changed to Corvus Technologies Corp.

	Creekwalk Acquisition Corporation: Form 10 filed on June 21,
2013, file number 000-54979.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was indirect beneficial owner of 10,000,000 shares. Creekwalk
Acquisition Corporation filed a Form 8-K noticing the change of control
on September 25, 2013 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of 5,000,000
additional shares of common stock at a per share price at par of $.0001,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares of
stock.  Messrs. Cassidy and McKillop each resigned from all offices and
as directors. The name of the corporation was changed to Delverton Resorts
International Inc.

25
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	Glenwalk Acquisition Corporation: Form 10 filed on June 21,
2013, file number 000-54980.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was indirect beneficial owner of 10,000,000 shares. Glenwalk
Acquisition Corporation filed a Form 8-K noticing the change of control
on October 10, 2013 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of 1,000,000
additional shares of common stock at a per share price at par of $.0001,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares of
stock.  the company filed a Form D in regard to a private placement of
its securities.  Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation was subsequently changed to
Wholelife Companies, Inc.

	Mountainwalk Acquisition Corporation:  Form 10 filed on
June 21, 2013, file number 000-54978.  On December 23, 2013,
Mountainwalk changed its name to Engage Eco Solutions, Inc. and filed
an 8-K noticing such change.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was indirect beneficial owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on January 23, 2014 with
the redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of 1,000,000 shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers. Messrs Cassidy and McKillop each beneficially
retirned 250,000 shares of common stock. Messrs. Cassidy and McKillop each
resigned from all offices and as directors.

	Oceanwalk Acquisition Corporation:  Form 10 filed on June 21,
2013, file number 000-54978.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was indirect beneficial owner of 10,000,000 shares. Oceanwalk
Acquisition Corporation filed a Form 8-K noticing the change of control
on November 12, 2013 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of 19,500,000
additional shares of common stock at a per share price at par of $.0001,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each beneficially retained 250,000 shares of
stock.  Messrs. Cassidy and McKillop each resigned from all offices and
as directors. The name of the corporation was changed to Nexus Data
Technologies Corporation.

	Apple Run Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55052.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was the owner of 10,000,000 shares. Apple Run Acquisition
Corporation filed a Form 8-K noticing a change of control on
December 19, 2013 with the redemption of an aggregate of 20,000,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of 10,000,000
additional shares of common stock at a per share price at par of $.0001,
the election of new directors and appointment of new officers.  Messrs.
Cassidy and McKillop each resigned from all offices and as directors.
The name of the corporation was changed to Questrust Ventures Inc.

	Berry Run Acquisition Corporation:  Form 10 filed on September
30, 2013, file number 000-55069.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was the owner of 10,000,000 shares. Berry Run
Acquisition Corporation filed a Form 8-K noticing the change of control
on December 20, 2013 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of 19,500,000
additional shares of common stock at a per share price at par of $.0001,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each retained 250,000 shares of stock. Messrs.
Cassidy and McKillop each resigned from all offices and as directors.
The name of the corporation was changed to Nexus Data Security
Corporation.

26
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	Cherry Run Acquisition Corporation:  Form 10 filed on September
30, 2013, file number 000-55070.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was the owner of 10,000,000 shares. Cherry Run Acquisition
Corporation filed a Form 8-K noticing the change of control
on December 20, 2013 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of 19,500,000
additional shares of common stock at a per share price at par of $.0001,
the election of new directors and appointment of new officers.  Mr.
Cassidy and Mr. McKillop each retained 250,000 shares of stock.  Messrs.
Cassidy and McKillop each resigned from all offices and as directors.
The name of the corporation was changed to Nexus Resources Corporation.

	Cloud Run Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55068.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was the owner of 10,000,000 shares. Cloud Run Acquisition
Corporation filed a Form 8-K noticing the change of control
on January 14, 2014 with the redemption of an aggregate of 20,000,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of new
shares of common stock at a per share price at par of $.0001, the
election of new directors and appointment of new officers.  Messrs.
Cassidy and McKillop each resigned from all offices and as directors.
The name of the corporation was changed to Heyu Leisure Holidays
Corporation.

	Fig Run Acquisition Corporation:  Form 10 filed on September
30, 2013, file number 000-55071.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was the owner of 10,000,000 shares. The corporation filed
a Form 8-K noticing the change of control on March 10, 2014 with the
redemption of an aggregate of 19,500,000 shares of the then outstanding
20,000,000 shares of common stock at a per share redemption price at
par of $.0001, the issuance of new shares of common stock at a per
share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKill each retained
250,000 shares of stock.  Messrs. Cassidy and McKillop each
resigned from all offices and as directors.

	Hill Run Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55064.  On January 22, 2014, Hill Run
Acquisition Corporation changed its name to Alife Inc. and filed an
8-K noticing such change.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was the owner of 10,000,000 shares. The corporation filed
a Form 8-K noticing the change of control on January 24, 2014 with
the redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of 20,000,000 shares of common
stock at a per share price at par of $.0001, the election of new
directors and appointment of new officers. Messrs. Cassidy and McKillop
each retained 250,000 of stock.  Messrs. Cassidy and McKillop each
resigned from all offices and as directors. The company changed its
name to Alife, Inc.

	Jam Run Acquisition Corporation:  Form 10 filed on September
30, 2013, file number 000-55053.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was the owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on February 6, 2014 with
the redemption of an aggregate of 19,700,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of 9,700,000 shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each retained
150,000 shares of stock.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to Blow & Drive Interlock Corporation.

	Orange Run Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55059.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was the owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on March 30, 2014 with
the redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of 1,000,000 shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers. Messrs. Cassidy and McKillop each retained
250,000 shares of stock. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to RS Soda Holdings Inc.


27
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	Peach Run Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55060.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was the owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on March 28, 2014 with
the redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of 20,000,000 shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers. Messrs. Cassidy and McKillop each retained
250,000 shares of stock.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to Southern Labs Inc.

	Pear Run Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55061.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was the owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on March 26, 2014 with
the redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of 3,000,000 shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each retained
250,000 shares of stock. Messrs. Cassidy and McKillop each resigned from
all offices and as directors. The name of the corporation was changed to
Gold Mountain, Inc.

	Plum Run Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55062.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was the owner of 10,000,000 shares. The corporation filed
a Form 8-K noticing the change of control on March 13, 2014 with the
redemption of an aggregate of 19,900,000 shares of the then outstanding
20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of 1,000,000 shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each retained
50,000 shares of stock. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to Natural Resources Corporation.

	Quince Run Acquisition Corporation:  Form 10 filed on September
30, 2013, file number 000-55063.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was the owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on July 8, 2014 with
the redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of 1,000,000 shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each retained
250,000 shares of stock. Messrs. Cassidy and McKillop each resigned from
all offices and as directors. The name of the corporation was changed to
Lightstone Technologies Inc.

	Path Run Acquisition Corporation:  Form 10 filed on September
30, 2013, file number 000-55065.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was owner of 10,000,000 shares. The corporation filed a Form 8-K
noticing the change of control on April 23, 2014 with the redemption
of an aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock at a per share redemption price at par of $.0001,
the issuance of 999,999,shares of common stock at a per share price at
par of $.0001, the election of new directors and appointment of new
officers.  Messrs. Cassidy and McKillop each retained 250,000 shares
of stock. Messrs. Cassidy and McKillop each resigned from all offices
and as directors. The name of the corporation was changed to SGREP Inc.

	Pebble Run Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55067.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively. Mr. Cassidy and Mr. McKillop were the shareholders
and each was the owner of 10,000,000 shares. The corporation filed
a Form 8-K noticing the change of control on July 24, 2014 with
the redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of 19,500,000 shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each retained
250,000 shares of common stock. Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed Smarter App World International Corporation.

	River Run Acquisition Corporation:  Form 10 filed on September
30, 2013, file number 000-55066.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was the owner of 10,000,000 shares. The corporation filed
a Form 8-K noticing the change of control on May 5, 2014 with the
redemption of an aggregate of 19,500,000 shares of the then outstanding
20,000,000 shares of common stock at a per share redemption price at
par of $.0001, the issuance of 1,000,000 shares of common stock at a
per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each retained
250,000 shares of stock.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to Chess Supersite Corporation.

	Rock Run Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55054.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was the owner of 10,000,000 shares. The corporation filed
a Form 8-K noticing the change of control on March 30, 2015 with the
redemption of an aggregate of 19,500,000 shares of the then outstanding
20,000,000 shares of common stock at par of $.0001, the issuance of
4,982,332 shares of common stock at par, the election of new directors
and appointment of new officers.  Messrs. Cassidy and McKillop each
retained 250,000 shares of stock.  Messrs. Cassidy and McKillop each
resigned from all offices and as directors.  On July 16, 2014, the
corporation changed its name to FWC Capital Inc.

	Sky Run Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55055.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was the owner of 10,000,000 shares. The corporation filed
a Form 8-K noticing the change of control with the redemption of an
aggregate of 19,500,000 shares of the then outstanding 20,000,000 shares
of common stock at par of $.0001, the issuance of 13,372,000 shares of
common stock at par, the election of new directors and appointment of new
officers.   Messrs. Cassidy and McKillop each retained 250,000 shares of
stock.  Messrs. Cassidy and McKillop each resigned from all offices and
as directors.  The corporation changed its name to Hoverink International
Holdings Inc.

	Storm Run Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55056.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was the owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on June 17, 2014 with
the redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of 1,000,000 shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each retained
250,000 shares of stock.  Messrs. Cassidy and McKillop each resigned from
all offices and as directors. The name of the corporation was changed to
Aquarius Cannibus, Inc.

28
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	Thunder Run Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55057.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was the owner of 10,000,000 shares. The corporation filed
a Form 8-K noticing the change of control on September 5, 2014 with the
redemption of an aggregate of 19,500,000 shares of the then outstanding
20,000,000 shares of common stock at a per share redemption price at
par of $.0001, the issuance of 3,000,000 shares of common stock at a
per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each retained
250,000 shares of stock and Tiber Creek received $100,000 for the
aggregate of its services.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors. The name of the corporation was
changed to ECO Waste Conversion Solutions Corporation.

	Trail Run Acquisition Corporation: Form 10 filed on September
30, 2013, file number 000-55058.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation filed a
Form 8-K noticing the change of control on April 25, 2014 with
the redemption of an aggregate of 20,000,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of 1,000,000 shares of common stock
at a per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors.

	Spring Valley Acquisition Corporation: Form 10 filed on June
18, 2014 file number 000-55223.  Mr. Cassidy and Mr. McKillop are both
directors of the corporation and serve as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop are the shareholders
and each is owner of 10,000,000 shares. Spring Valley changed changed
its name to GFE Sustainable Energy, Inc. in anticipation of a change
in control but the documents to effect such change in control have not
yet been finalized.

	Pretty Valley Acquisition Corporation: Form 10 filed on June
18, 2014 file number 000-55224.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation filed a Form
8-K noticing the change of control on October 20, 2015 with the
redemption of an aggregate of 19,500,000 shares of the then outstanding
20,000,000 shares of common stock at a per share redemption price at
par of $.0001, the issuance of shares of common stock at a per share
price at par of $.0001, the election of new directors and appointment
of new officers.  Messrs. Cassidy and McKillop each retained 250,000
shares of stock.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors.  The name of the corporation was
changed to Amchi Gendynamy Science Corporation.

	Distant Valley Acquisition Corporation: Form 10 filed on June
18, 2014 file number 000-55225.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation filed a Form
8-K noticing the change of control on September 18, 2014 with the
redemption of an aggregate of 20,000,000 shares of the then outstanding
20,000,000 shares of common stock at a per share redemption price at
par of $.0001, the issuance of 1,000,000 shares of common stock at a
per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors.  The name of the corporation was
changed to HEYU Development and Management Corporation.

	Surprise Valley Acquisition Corporation: Form 10 filed on June
18, 2014 file number 000-55226.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation filed a Form
8-K noticing the change of control on December 31, 2014 with the
redemption of an aggregate of 19,500,000 shares of the then outstanding
20,000,000 shares of common stock at a per share redemption price at
par of $.0001, the issuance of shares of common stock at a per share
price at par of $.0001, the election of new directors and appointment
of new officers.  Messrs. Cassidy and McKillop each retained 250,000
shares of stock.  Messrs. Cassidy and McKillop each resigned from all
offices and as directors. The name of the corporation was changed to
T.A.G. Acquisitions Ltd.

	Summer Valley Acquisition Corporation: Form 10 filed on June
18, 2014 file number 000-55227.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders
and each was the owner of 10,000,000 shares. The corporation filed
a Form 8-K noticing the change of control on March 23, 2015 with the
redemption of an aggregate of 19,500,000 shares of the then outstanding
20,000,000 shares of common stock at par of $.0001, the issuance of
3,000,000 shares of common stock at par, the election of new directors
and appointment of new officers. Messrs. Cassidy and McKillop each
retained 250,000 shares of stock.  Messrs. Cassidy and McKillop each
resigned from all offices and as directors.

	Fall Valley Acquisition Corporation: Form 10 filed on June
18, 2014 file number 000-55228.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on December 15, 2014
with the redemption of an aggregate of 19,750,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of shares of common stock at a
per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each
retained 250,000 shares of stock.  Messrs. Cassidy and McKillop each
resigned from all offices and as directors.  The name of the
corporation was changed to Greys Corporation.

	Sea Valley Acquisition Corporation: Form 10 filed on June
18, 2014 file number 000-55229.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation filed a Form
8-K noticing the change of control on November 24, 2014 with the
redemption of an aggregate of 19,600,000 shares of the then outstanding
20,000,000 shares of common stock at a per share redemption price at
par of $.0001, the issuance of shares of common stock at a per share
price at par of $.0001, the election of new directors and appointment
of new officers.  Messrs. Cassidy and McKillop each retained
200,000 shares of stock.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors.

	Winter Valley Acquisition Corporation: Form 10 filed on June
18, 2014 file number 000-55230.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation filed a
Form 8-K noticing the change of control on January 15, 2015 with
the redemption of an aggregate of 19,800,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of shares of common stock at a
per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors. Messrs. Cassidy and McKillop each
retained 100,000 shares of stock.  The name of the corporation was
changed to Crane Global Energy Company.

	Coyote Valley Acquisition Corporation: Form 10 filed on October
31, 2014 file number 000-55303.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on January 21, 2015
with the redemption of an aggregate of 19,750,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of shares of common stock at a
per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors.  Messrs. Cassidy and McKillop each
retained 125,000 shares of stock.  The name of the corporation was
changed to SkyWolf Wind Turbine Corporation.

	Deer Valley Acquisition Corporation: Form 10 filed on October
31, 2014 file number 000-55310.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on April 27, 2015
with the redemption of an aggregate of 17,500,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of shares of common stock at a
per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors.  Messrs. Cassidy and McKillop each
retained 250,000 shares of stock.  The name of the corporation was changed
to Aquilarts, Inc.

	Fox Valley Acquisition Corporation: Form 10 filed on October
31, 2014 file number 000-55305.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on July 24, 2015
with the redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of shares of common stock at a
per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors.  Messrs. Cassidy and McKillop each
retained 250,000 shares of stock.  The name of the corporation was
changed to ECI Canada, Inc.

	Owl Valley Acquisition Corporation: Form 10 filed on October
31, 2014 file number 000-55306. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on February 18, 2015
with the redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of shares of common stock at a
per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors.  Messrs. Cassidy and McKillop each
retained 250,000 shares of stock.  The name of the corporation was changed
to Montbriar, Inc.

	Oak Valley Acquisition Corporation: Form 10 filed on October
31, 2014 file number 000-55309. Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on May 11, 2015
with the redemption of an aggregate of 20,000,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of shares of common stock at a
per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors.  The name of the corporation was
changed to USA Capital Management, Inc.

	Elm Valley Acquisition Corporation: Form 10 filed on October
31, 2014 file number 000-55304.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation filed a Form
8-K noticing the change of control on July 2, 2015 with the redemption
of an aggregate of 19,500,000 shares of the then outstanding 20,000,000
shares of common stock at a per share redemption price at par of
$.0001, the issuance of shares of common stock at a per share price
at par of $.0001, the election of new directors and appointment of
new officers.  Messrs. Cassidy and McKillop each retained 250,000
shares of stock.  Messrs. Cassidy and McKillop each resigned from
all offices and as directors.

	Spruce Valley Acquisition Corporation: Form 10 filed on October
31, 2014 file number 000-55307.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on February 24, 2015
with the redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of shares of common stock at a
per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each
resigned from all offices and as directors.  Messrs. Cassidy and McKillop
each retained 250,000 shares of stock. The name of the Corporation
was changed to Fuda Group (USA) Corporation.

	Redwood Valley Acquisition Corporation: Form 10 filed on October
31, 2014 file number 000-55308.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on August 26, 2015
with the redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of shares of common stock at a
per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors.  Messrs. Cassidy and McKillop
each retained 250,000 shares of stock.  The name of the corporation was
changed to CannaMED Enterprises, Inc.

	Black Grotto Acquisition Corporation: Form 10 filed on March 3,
2015 file number 000-55385.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on June 1, 2015
with the redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of shares of common stock at a
per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors.  Messrs. Cassidy and McKillop
each retained 250,000 shares of stock.  The name of the corporation was
changed to NextGlass Technologies Corporation.

	Brown Grotto Acquisition Corporation: Form 10 filed on March 3,
2015 file number 000-55386.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on September 16, 2015
with the redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of shares of common stock at a
per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors.  Messrs. Cassidy and McKillop
each retained 250,000 shares of stock.  The name of the
corporation was changed to EverythingAmped, Inc.

	Red Grotto Acquisition Corporation: Form 10 filed on March 3,
2015 file number 000-55387.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on September 23, 2015
with the redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of shares of common stock at a
per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors.  Messrs. Cassidy and McKillop
each retained 250,000 shares of stock.  The name of the
corporation was changed to OGL Holdings Inc.

	Yellow Grotto Acquisition Corporation: Form 10 filed on March 3,
2015 file number 000-55388.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation filed
a Form 8-K noticing the change of control on August 10, 2015
with the redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of shares of common stock at a
per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each resigned
from all offices and as directors.  Messrs. Cassidy and McKillop
each retained 250,000 shares of stock.  The name of the corporation
was changed to South West Coast Senior Living Corporation.

	Purple Grotto Acquisition Corporation: Form 10 filed on March 3,
2015 file number 000-55389.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation filed a Form
8-K noticing the change of control on November 2, 2015 with the
redemption of an aggregate of 19,500,000 shares of the then outstanding
20,000,000 shares of common stock at a per share redemption price at
par of $.0001, the issuance of shares of common stock at a per share
price at par of $.0001, the election of new directors and appointment
of new officers.  Messrs. Cassidy and McKillop each resigned from
all offices and as directors.  Messrs. Cassidy and McKillop
each retained 250,000 shares of stock.  The name of the corporation
was changed to Randolph Acquisitions, Inc.

	Noche Grotto Acquisition Corporation: Form 10 filed on March 3,
2015 file number 000-55390.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation
filed a Form 8-K noticing the change of control on May 27, 2015
with the redemption of an aggregate of 19,500,000 shares of the then
outstanding 20,000,000 shares of common stock at a per share redemption
price at par of $.0001, the issuance of shares of common stock at a
per share price at par of $.0001, the election of new directors and
appointment of new officers.  Messrs. Cassidy and McKillop each
resigned from all offices and as directors.  Messrs. Cassidy and
McKillop each retained 250,000 shares of stock and Tiber Creek has
received $30,000 to date for the aggregate of its services.  The name
of the corporation was changed to Axis Research & Technologies Inc.

	White Grotto Acquisition Corporation: Form 10 filed on March 3,
2015 file number 000-55391.  Mr. Cassidy and Mr. McKillop were both
directors of the corporation and served as president and vice president,
respectively.  Mr. Cassidy and Mr. McKillop were the shareholders and
each was the owner of 10,000,000 shares. The corporation filed a Form
8-K noticing the change of control on September 15, 2015 with the
redemption of an aggregate of 19,500,000 shares of the then outstanding
20,000,000 shares of common stock at a per share redemption price at
par of $.0001, the issuance of shares of common stock at a per share
price at par of $.0001, the election of new directors and appointment
of new officers.  Messrs. Cassidy and McKillop each resigned from
all offices and as directors.  Messrs. Cassidy and McKillop each
retained 250,000 shares of stock.  The name of the corporation
was changed to PowerComm Holdings Inc.

	Southern Ridge Acquisition Corporation:  Form 10 filed on
July 28, 2015 file number 000-55480.  Mr. Cassidy and Mr. McKillop
were both directors of the corporation and served as president and
vice president, respectively.  Mr. Cassidy and Mr. McKillop were the
shareholders and each was the owner of 10,000,000 shares.
The corporation filed a Form 8-K noticing the change of control on
November 19, 2015 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of shares of
common stock at a per share price at par of $.0001, the election of new
directors and appointment of new officers.  Messrs. Cassidy and
McKillop each resigned from all offices and as directors.  Messrs.
Cassidy and McKillop each retained 250,000 shares of stock.  The
name of the corporation was changed to A2M Regenerative Technologies,
Inc.

	Western Ridge Acquisition Corporation:  Form 10 filed on July
28, 2015 file number 000-55478.  Mr. Cassidy and Mr. McKillop
were both directors of the corporation and served as president and
vice president, respectively.  Mr. Cassidy and Mr. McKillop were the
shareholders and each was the owner of 10,000,000 shares. The
corporation filed a Form 8-K noticing the change of control on
April 25, 2016 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of shares of
common stock at a per share price at par of $.0001, the election of new
directors and appointment of new officers.  Messrs. Cassidy and
McKillop each resigned from all offices and as directors. Messrs.
Cassidy and McKillop each retained 250,000 shares of stock.
The name of the corporation was changed to Sella Care, Inc.

	Northern Ridge Acquisition Corporation:  Form 10 filed on
July 28, 2015 file number 000-55479.  Mr. Cassidy and Mr. McKillop
are both directors of the corporation and serve as president and
vice president, respectively.  Mr. Cassidy and Mr. McKillop are the
shareholders and each is the owner of 10,000,000 shares. Northern
Ridge changed its name to MQ Medical Technologies in anticipation
of a change in control but the documents to effect such change in
control have not yet been finalized.

	Eastern Ridge Acquisition Corporation: Form 10 filed on
July 28, 2015 file number 000-55481.  Mr. Cassidy and Mr. McKillop
were both directors of the corporation and served as president and
vice president, respectively.  Mr. Cassidy and Mr. McKillop were the
shareholders and each was the owner of 10,000,000 shares. The
corporation filed a Form 8-K noticing the change of control on
January 6, 2016 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of shares of
common stock at a per share price at par of $.0001, the election of new
directors and appointment of new officers.  Messrs. Cassidy and
McKillop each resigned from all offices and as directors. Messrs.
Cassidy and McKillop each retained 250,000 shares of stock.
The name of the corporation was changed to Khang Gia Holding, Inc.

	Riding Ridge Acquisition Corporation:  Form 10 filed on
July 28, 2015 file number 000-55486.  Mr. Cassidy and Mr. McKillop
were both directors of the corporation and served as president and
vice president, respectively.  Mr. Cassidy and Mr. McKillop were the
shareholders and each was the owner of 10,000,000 shares. The
corporation filed a Form 8-K noticing the change of control on
April 20, 2016 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of shares of
common stock at a per share price at par of $.0001, the election of new
directors and appointment of new officers.  Messrs. Cassidy and
McKillop each resigned from all offices and as directors. Messrs.
Cassidy and McKillop each retained 250,000 shares of stock.
The name of the corporation was changed to Soft iCastle, Inc.

	Kayak Ridge Acquisition Corporation:  Form 10 filed on
July 28, 2015 file number 000-55487.  Mr. Cassidy and Mr. McKillop
are both directors of the corporation and serve as president and
vice president, respectively.  Mr. Cassidy and Mr. McKillop are the
shareholders and each is owner of 10,000,000 shares.

	Camping Ridge Acquisition Corporation:  Form 10 filed on
July 28, 2015 file number 000-55482.  Mr. Cassidy and Mr. McKillop
were both directors of the corporation and served as president and
vice president, respectively.  Mr. Cassidy and Mr. McKillop were the
shareholders and each was the owner of 10,000,000 shares. The
corporation filed a Form 8-K noticing the change of control on
January 20, 2016 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at
a per share redemption price at par of $.0001, the issuance of shares
of common stock at a per share price at par of $.0001, the election
of new directors and appointment of new officers.  Messrs. Cassidy
and McKillop each resigned from all offices and as directors.  Messrs.
Cassidy and McKillop each retained 250,000 shares of stock.   The
name of the corporation was changed to Atlantis Gaming Corporation.

	Hunting Ridge Acquisition Corporation:  Form 10 filed on
July 28, 2015 file number 000-55485.  Mr. Cassidy and Mr. McKillop
were both directors of the corporation and served as president and
vice president, respectively.  Mr. Cassidy and Mr. McKillop were the
shareholders and each was the owner of 10,000,000 shares. The
corporation filed a Form 8-K noticing the change of control on
February 16, 2016 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at
a per share redemption price at par of $.0001, the issuance of shares
of common stock at a per share price at par of $.0001, the election
of new directors and appointment of new officers.  Messrs. Cassidy and
McKillop each resigned from all offices and as directors.  Messrs.
Cassidy and McKillop each retained 250,000 shares of stock.
The name of the corporation was changed to Universal Holdings and
Consulting, Inc.

	Hiking Ridge Acquisition Corporation:  Form 10 filed on
July 28, 2015 file number 000-55484.  Mr. Cassidy and Mr. McKillop
are both directors of the corporation and serve as president and
vice president, respectively.  Mr. Cassidy and Mr. McKillop are the
shareholders and each is owner of 10,000,000 shares. Hiking
Ridge changed its name to United Energies Development Corporation
in anticipation of a change in control but the documents to effect
such change in control have not yet been finalized.

	Fishing Ridge Acquisition Corporation:  Form 10 filed on
July 28, 2015 file number 000-55483. Mr. Cassidy and Mr. McKillop
were both directors of the corporation and served as president and
vice president, respectively.  Mr. Cassidy and Mr. McKillop were the
shareholders and each was the owner of 10,000,000 shares. The
corporation filed a Form 8-K noticing the change of control on
January 8, 2016 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at
a per share redemption price at par of $.0001, the issuance of shares
of common stock at a per share price at par of $.0001, the election
of new directors and appointment of new officers.  Messrs. Cassidy and
McKillop each resigned from all offices and as directors.  Messrs.
Cassidy and McKillop each retained 250,000 shares of stock. The
name of the corporation was changed to Digital Donations
Technologies, Inc.

	Burney Hill Acquisition Corporation:  Form 10 filed on
January 7, 2016 file number 000-55559.  Mr. Cassidy and Mr. McKillop
are both directors of the corporation and serve as president and
vice president, respectively.  Mr. Cassidy and Mr. McKillop are the
shareholders and each is owner of 10,000,000 shares. The name of
the corporation was changed to Global Marine Minerals, Inc. in
anticipation of a change in control but the documents to effect
such change in control have not yet been finalized.

	Cabot Hill Acquisition Corporation:  Form 10 filed on
January 7, 2016 file number 000-55560.  Mr. Cassidy and Mr. McKillop
were both directors of the corporation and served as president and
vice president, respectively.  Mr. Cassidy and Mr. McKillop were the
shareholders and each was the owner of 10,000,000 shares. The
corporation filed a Form 8-K noticing the change of control on
April 20, 2016 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at a
per share redemption price at par of $.0001, the issuance of shares of
common stock at a per share price at par of $.0001, the election of new
directors and appointment of new officers.  Messrs. Cassidy and
McKillop each resigned from all offices and as directors. Messrs.
Cassidy and McKillop each retained 250,000 shares of stock.
The name of the corporation was changed to Midas Read Estate
Ventures Inc.

	Event Hill Acquisition Corporation:  Form 10 filed on
January 7, 2016 file number 000-55562.  Mr. Cassidy and Mr. McKillop
are both directors of the corporation and serve as president and
vice president, respectively.  Mr. Cassidy and Mr. McKillop are the
shareholders and each is owner of 10,000,000 shares.

	Franklin Hill Acquisition Corporation:  Form 10 filed on
January 7, 2016 file number 000-55561.  Mr. Cassidy and Mr. McKillop
are both directors of the corporation and serve as president and
vice president, respectively.  Mr. Cassidy and Mr. McKillop are the
shareholders and each is owner of 10,000,000 shares.

	Grant Hill Acquisition Corporation:  Form 10 filed on
January 7, 2016 file number 000-55564.  Mr. Cassidy and Mr. McKillop
were both directors of the corporation and served as president and
vice president, respectively.  Mr. Cassidy and Mr. McKillop were the
shareholders and each was the owner of 10,000,000 shares. The
corporation filed a Form 8-K noticing the change of control on
April 19, 2016 with the redemption of an aggregate of 19,400,000
shares of the then outstanding 20,000,000 shares of common stock at
a per share redemption price at par of $.0001, the issuance of shares
of common stock at a per share price at par of $.0001, the election
of new directors and appointment of new officers.  Messrs. Cassidy and
McKillop each resigned from all offices and as directors.  Messrs.
Cassidy and McKillop each retained 300,000 shares of stock. The
name of the corporation was changed to KT High-Tech Marketing Inc.

	Jackson Hill Acquisition Corporation:  Form 10 filed on
January 7, 2016 file number 000-55563.  Mr. Cassidy and Mr. McKillop
are both directors of the corporation and serve as president and
vice president, respectively.  Mr. Cassidy and Mr. McKillop are the
shareholders and each is owner of 10,000,000 shares.

	Lincoln Hill Acquisition Corporation:  Form 10 filed on
January 7, 2016 file number 000-55565.  Mr. Cassidy and Mr. McKillop
were both directors of the corporation and served as president and
vice president, respectively.  Mr. Cassidy and Mr. McKillop were the
shareholders and each was the owner of 10,000,000 shares. The
corporation filed a Form 8-K noticing the change of control on
April 20, 2016 with the redemption of an aggregate of 19,500,000
shares of the then outstanding 20,000,000 shares of common stock at
a per share redemption price at par of $.0001, the issuance of shares
of common stock at a per share price at par of $.0001, the election
of new directors and appointment of new officers.  Messrs. Cassidy and
McKillop each resigned from all offices and as directors.  Messrs.
Cassidy and McKillop each retained 250,000 shares of stock. The
name of the corporation was changed to BookCoins Inc.

	Perry Hill Acquisition Corporation:  Form 10 filed on
January 7, 2016 file number 000-55566.  Mr. Cassidy and Mr. McKillop
are both directors of the corporation and serve as president and
vice president, respectively.  Mr. Cassidy and Mr. McKillop are the
shareholders and each is owner of 10,000,000 shares.

	Scott Hill Acquisition Corporation:  Form 10 filed on
January 7, 2016 file number 000-55567.  Mr. Cassidy and Mr. McKillop
are both directors of the corporation and serve as president and
vice president, respectively.  Mr. Cassidy and Mr. McKillop are the
shareholders and each is owner of 10,000,000 shares.

	Sherman Hill Acquisition Corporation:  Form 10 filed on
January 7, 2016 file number 000-55568.  Mr. Cassidy and Mr. McKillop
are both directors of the corporation and serve as president and
vice president, respectively.  Mr. Cassidy and Mr. McKillop are the
shareholders and each is owner of 10,000,000 shares.

Conflicts of Interest

    The officers and directors of the Company have organized and expect to
organize other companies with an identical structure, purpose, officers,
directors and shareholders. The listed blank check companies are identical
except for the name.  As and when created, no one blank check company
offers management any more favorable terms.  As such management believes
there are no conflicts of interest with these companies.

	After Tiber Creek engages a private company that wishes to become
a public company and the decision is made to utilize a blank check company
as part of that process, the client of Tiber Creek will choose one of the
blank check companies at random.  In addition, any negotiation with such
private company as to the amount of equity interest to be retained by the
then current shareholders, if any, and all other compensation or consulting
arrangements occurs before the actual selection of the exact blank check
company to be used. Thus no conflict of interest arises for management
between any of the blank check companies nor is there any favorable
positive or negative competitive position for management with any of the
blank check companies.

    In addition to the above listed companies, Messrs. Cassidy and McKillop
are also the directors of, and shareholders of the following companies
which have filed registration statements on Form 10 for the registration
of their common stock pursuant to the Securities Exchange Act concurrently
with the filing of this registration statement:

		Pearl Island Acquisition Corporation
		Coral Island Acquisition Corporation
		Collins Island Acquisition Corporation
		Agate Island Acquisition Corporation
		Jade Island Acquisition Corporation
		Opal Island Acquisition Corporation
		Diamond Island Acquisition Corporation
		Topaz Island Acquisition Corporation
		Ruby Island Acquisition Corporation

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     Mr. Cassidy and/or Mr. McKillop may become associated with
additional blank check companies prior to the time that Garnet Island has
effected a business combination.

     Mr. Cassidy is the principal of Cassidy & Associates, a securities
law firm.  As such, demands may be placed on the time of Mr. Cassidy
which will detract from the amount of time he is able to devote to
the Company.  Mr. Cassidy intends to devote as much time to the activities
of Garnet Island as required.  However, should such a conflict arise, there
is no assurance that Mr. Cassidy would not attend to other matters prior
to those of Garnet Island.

     At the time of a business combination, some or all of the shares of
common stock owned by the current shareholders may be retired or redeemed
by  the Company.  The amount of common stock which may be sold or continued
to be owned by the current shareholders cannot be determined at this time.
The terms of a business combination may provide for a nominal payment by cash
to the current shareholders for the retirement of all or part of the common
stock owned by them.

Investment Company Act of 1940

     Although Garnet Island will be subject to regulation under the Securities
Act and the Exchange Act, management believes Garnet Island will not be subject
to regulation under the Investment Company Act of 1940 insofar as Garnet Island
will not be engaged in the business of investing or trading in securities.

     In the event Garnet Island engages in business combinations which
result in Garnet Island holding passive investment interests in a number of
entities, Garnet Island could be subject to regulation under the Investment
Company Act of 1940.  In such event, Garnet Island would be required to
register as an investment company and could be expected to incur
significant  registration and compliance costs.  Garnet Island has obtained
no formal  determination from the Securities and Exchange Commission
as to the status of Garnet Island under the Investment Company Act of 1940.
Any violation of such Act would subject Garnet Island to material adverse
consequences.

ITEM 6.  EXECUTIVE COMPENSATION

   The officers and directors of Garnet Island do not receive any compensation
for services to Garnet Island, have not received such compensation in the past,
and are not accruing any compensation. However, the officers and
directors of Garnet Island are also the shareholders and anticipate
receiving possible benefits as shareholders if the value of the
shares of Garnet Island increase after a business transaction is effected
as in such business transaction they will likely retain some of their
shares in Garnet Island and would benefit from any such increase in
share value.

   No retirement, pension, profit sharing, stock option or insurance
programs or other similar programs have been adopted by Garnet Island for
the benefit of employees.

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ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED
         TRANSACTIONS AND DIRECTOR INDEPENDENCE.

   Garnet Island has issued a total of 20,000,000 shares of founder common
stock pursuant to Section 4(2) of the Securities Act.

    James Cassidy is president, director and sole shareholder of Tiber
Creek and Mr. Cassidy is a shareholder of Garnet Island.

    As the organizers and developers of Garnet Island, James Cassidy and
James McKillop may be considered promoters of the Registrant.

   Garnet Island is not currently required to maintain an independent director
as defined by Rule 4200 of the Nasdaq Capital Market nor does it
anticipate that it will be applying for listing of its securities on an
exchange in which an independent directorship is required. It is likely
that neither Mr. Cassidy nor Mr. McKillop would be considered
independent directors if it were to do so.

ITEM 8.    LEGAL PROCEEDINGS

        There is no litigation pending or threatened by or against
Garnet Island.

ITEM 9.    MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON
           EQUITY AND RELATED STOCKHOLDER MATTERS

        (a)  Market Price.  There is no trading market for Garnet Island's
common stock and there has been no trading market to date.  There is no
assurance  that a trading market will ever develop or, if such a market
does develop, that it will continue.   There is no common stock or other
equity subject to any outstanding options or warrants or any securities
convertible into common stock of Garnet Island nor  is any common stock
currently being publicly offered by Garnet Island.  At the time of this
registration, no shares issued by Garnet Island are available for sale pursuant
to Rule 144 promulgated pursuant to the Rules and Regulations of the
Securities and Exchange Commission but after the requisite holding period,
the shareholders of Garnet Island could offer their shares for sale pursuant
to such rule.  However, all the shareholders of Garnet Island are officers and
directors and as such are subject to the rules governing affiliated persons
for sales pursuant to Rule 144.

     Pursuant to Rule 144(i) of the Securities Act of 1933, the safe harbor
provisions provided under Rule 144 are not available to shareholders of
the Company and will continue to be unavailable until at least one year
after the Company ceases to be a company with no or nominal operations and
has filed all reports and other materials required to be filed by section
13 or 15(d) of the Exchange Act, as applicable, during the preceding
12 months.

        (b)  Holders.  The issued and outstanding shares of the common
stock of Garnet Island were issued to the shareholders in accordance with
the exemptions from registration afforded by Section 4(2) of the Securities
Act of 1933.

        (c)  Dividends.  Garnet Island has not paid any dividends to date,
and has no plans to do so in the immediate future.  Garnet Island presently
intends to retain all earnings, if any, for use in its business operations
and accordingly, the Board of Directors does not anticipate declaring any
dividends prior to a business combination.  Dividends, if any, would be
contingent upon Garnet Island's revenues and earnings, if any, capital
requirements and financial conditions.  The payment of dividends would
be within the discretion of Garnet Island's Board of Directors.

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ITEM 10.  RECENT SALES OF UNREGISTERED SECURITIES.

        During the past three years, the Company has issued 20,000,000
common shares pursuant to Section 4(2) of the Securities Act of 1933 to
its founders.

     On April 4, 2016 the Company issued the following shares of its
common stock:

Name                       Number of Shares

James Cassidy (1)              10,000,000
James McKillop (2)             10,000,000

(1)  James Cassidy is the president, secretary, and a director of the
	Company.

(2)  James McKillop is the vice president and a director of the Company.


ITEM 11.  DESCRIPTION OF REGISTRANT'S  SECURITIES TO BE REGISTERED

    The authorized capital stock of Garnet Island consists of 100,000,000
shares of common stock, par value $0.0001 per share, of which there are
20,000,000 issued and outstanding and 20,000,000 shares of preferred
stock, par value $0.0001 per share, of which none have been designated or
issued.

    The following statements relating to the capital stock set forth the
material terms of the securities of Garnet Island; however, reference is made
to the more detailed provisions of, and such statements are qualified in
their entirety by reference to, the certificate of incorporation and the
by-laws, copies of which are filed as exhibits to this registration
statement.

Common Stock

     Holders of shares of common stock are entitled to one vote for each
share on all matters to be voted on by the stockholders.  Holders of
common stock do not have cumulative voting rights.  Holders of common
stock are entitled to share ratably in dividends, if any, as may be
declared from time to time by the Board of Directors in its discretion
from funds legally available therefor.  In the event of a liquidation,
dissolution or winding up of Garnet Island, the holders of common stock are
entitled to share pro rata all assets remaining after payment in full of
all  liabilities. All of the outstanding shares of common stock are fully
paid and non-assessable.

     Holders of common stock have no preemptive rights to purchase the
common stock of Garnet Island.  There are no conversion or redemption
rights or sinking fund provisions with respect to the common stock.

Preferred Stock

     The Board of Directors is authorized to provide for the issuance of
shares of preferred stock in series and, by filing a certificate pursuant
to the applicable law of Delaware, to establish from time to time the
number of shares to be included in each such series, and to fix the
designation, powers, preferences and rights of the shares of each such
series and the qualifications, limitations or restrictions thereof without
any further vote or action by the shareholders.  Any shares of preferred
stock so issued would have priority over the common stock with respect to
dividend or liquidation rights.  Any future issuance of preferred stock may
have the effect of delaying, deferring or preventing a change in control
of Garnet Island without further action by the shareholders and may adversely
affect the voting and other rights of the holders of common stock.  At
present, Garnet Island has no plans to issue any preferred stock nor adopt
any series, preferences or other classification of preferred stock.

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    The issuance of shares of preferred stock, or the issuance of rights
to purchase such shares, could be used to discourage an unsolicited
acquisition  proposal.  For instance, the issuance of a series of
preferred stock might  impede a business combination by including class
voting rights that would  enable the holder to block such a transaction,
or facilitate a business  combination by including voting rights that
would provide a required  percentage vote of the stockholders.  In
addition, under certain  circumstances, the issuance of preferred stock
could adversely affect the voting power of the holders of the common stock.

     Although the Board of Directors is required to make any determination
to issue such stock based on its judgment as to the best interests of the
stockholders of Garnet Island, the Board of Directors could act in a manner
that would discourage an acquisition attempt or other transaction that
some, or a majority, of the stockholders might believe to be in their best
interests or in which stockholders might receive a premium for their stock
over the then market price of such stock.  The Board of Directors does not
at present intend to seek stockholder approval prior to any issuance of
currently authorized stock, unless otherwise required by law or otherwise.
Garnet Island has no present plans to issue any preferred stock.

Trading of Securities in Secondary Market

     Following a business combination, a private company will normally wish
to cause Garnet Island's common stock to trade in one or more United States
securities markets.  The private company may elect to take the steps
required for such admission to quotation following the business
combination or at some later time.  Such steps will normally involve filing
a registration statement under the Securities Act.  Such registration
statement may include securities held by current shareholders or offered by
Garnet Island, including warrants, shares underlying warrants, and debt
securities.

     In order to qualify for listing on the Nasdaq Capital Market, a company
must have at least (i) net tangible assets of $4,000,000 or market
capitalization of $50,000,000 or net income for two of the last three years
of $750,000; (ii) public float of 1,000,000 shares with a market value of
$5,000,000; (iii) a bid price of $4.00; (iv) three market makers; (v) 300
round-lot shareholders and (vi) an operating history of one year or, if
less than one year, $50,000,000 in market capitalization.  For continued
listing on the Nasdaq Capital Market, a company must have at least (i)
net tangible assets of $2,000,000 or market capitalization of $35,000,000
or net income for two of the last three years of $500,000; (ii) a public
float of 500,000 shares with a market value of $1,000,000; (iii) a bid
price of$1.00; (iv) two market makers; and (v) 300 round-lot shareholders.

    In 2011, the NASDAQ Stock Market adopted additional listing requirements
for a company that became a 1934 Act reporting company by effecting a
business combination with a public shell, whether through a reverse merger,
exchange offer, or otherwise.  These new requirements include (i) trading
for at least one year on the OTC market or another national or foreign
exchange (ii) filing of all required information, including financial,
regarding the business combination (iii) timely filing of all required
periodic financial reports for the prior year, which would include at
least one annual report filing and (iv) maintenance of a $4 share
price for at least 30 of the most recent 60 trading days prior to
the initial listing application.

     If, after a business combination and qualification of its securities
for trading, Garnet Island does not meet the qualifications for listing on the
Nasdaq Capital Market, Garnet Island may apply for quotation of its
securities on the OTC Bulletin Board.

33
______________________________________________________________________


     In order to have its securities quoted on the OTC Bulletin Board a
company must (i) be a company that reports its current financial
information to the Securities and Exchange Commission, banking
regulators or insurance regulators; and (ii) have at least one market
maker who completes and files a Form 211.

     The OTC Bulletin Board is a dealer-driven quotation service.  Unlike
the Nasdaq Stock Market, companies cannot directly apply to be quoted on
the OTC Bulletin Board, only market makers can initiate quotes, and quoted
companies do not have to meet any quantitative financial requirements.
Any equity security of a reporting company not listed on the Nasdaq Stock
Market or on a national securities exchange is eligible.

     In certain cases Garnet Island may elect to have its securities initially
quoted in the Pink Sheets published by Pink OTC Markets Inc.

     In general there is greatest liquidity for traded securities on the
Nasdaq Capital Market, less on the OTC Bulletin Board, and least through
quotation on the Pink Sheets.  It is not possible to predict where, if
at all, the securities of Garnet Island will be traded following a business
combination and qualification of its securities for trading.

     The National Securities Market Improvement Act of 1996 limited the
authority of states to impose restrictions upon resales of securities made
pursuant to Sections 4(1) and 4(3) of the Securities Act of companies
which file reports under Sections 13 or 15(d) of the Exchange Act.  Upon
effectiveness of this registration statement, Garnet Island will be required
to, and will, file reports under Section 13 of the Exchange Act.  As a
result, sales of Garnet Island's common stock in the secondary market by the
holders thereof may then be made pursuant to Section 4(1) of the
Securities Act (sales other than by an issuer, underwriter or broker)
without qualification under state securities acts.  The resale of such
shares may be subject to the holding period and other requirements of
Rule 144 of the General Rules and Regulations of the Securities and
Exchange Commission.

Additional Information

      This registration statement and all other filings of Garnet Island
when made with the Securities and Exchange Commission may be viewed and
downloaded at the Securities and Exchange Commission's website at
www.sec.gov.  Garnet Island will be subject to the reporting requirements
of the Securities Act of 1934 automatically 60 days after filing of
this registration statement.

ITEM 12.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     Section 145 of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision
eliminating the personal liability of a director to the corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director provided that such provision shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 (relating to liability
for unauthorized acquisitions or redemptions of, or dividends on,
capital stock) of the General Corporation Law of the State of Delaware,
or (iv) for any transaction from which the director derived an improper
personal benefit. Garnet Island's certificate of incorporation contains such
a provision.

34
______________________________________________________________________


     Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers
or persons controlling the company pursuant to the foregoing provisions, it
is the opinion of the Securities and Exchange Commission that such
indemnification  is against public policy as expressed in the Act and is
therefore unenforceable.

ITEM 13.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

    Garnet Island is a smaller reporting company in accordance with Regulation
S-X.

ITEM 14.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE.

     Garnet Island has not changed accountants since its formation and there
are no disagreements with the findings of its accountants.

ITEM 15.  FINANCIAL STATEMENTS AND EXHIBITS.

       Set forth below are the audited financial statements for Garnet
Island for the period ended April 20, 2016.  The following financial
statements are attached to this report and filed as a part thereof.

35
______________________________________________________________________



                      FINANCIAL STATEMENTS FOR
                 Period from April 4, 2016(Inception)
                         to April 20, 2016



______________________________________________________________________

                              FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm          1

Financial Statements                                            2-5

Notes to Financial Statements  				        6-8



______________________________________________________________________
KCCW Accountancy Corp.                        CERTIFIED PUBLIC ACCOUNTANTS


       REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

Garnet Island Acquisition Corporation


We have audited the accompanying balance sheet of Garnet Island Acquisition
Corporation (the "Company") as of April 20, 2016, and the related statement
of operations, changes in stockholders' deficit and cash flows for the Period
from April 4, 2016 (Inception) to April 20, 2016.  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 standards of the Public Company
Accounting Oversight Board (United States). 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 was 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. Our audit includes
examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. Our audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
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
April 20, 2016 and the results of its operations and its cash flows
from April 4, 2016 (Inception) to April 20, 2016 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 2 to the
financial statements, the Company has had no revenues and income since
inception. These conditions, among others, raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans
concerning these matters are also described in Note 2, which includes the
raising of additional equity financing or merger with another entity. The
financial statements do not include any adjustments that might result from
the outcome of this uncertainty.


/s/ KCCW Accountancy Corp.
Diamond Bar, California
May 2, 2016

                                       1


______________________________________________________________________

                     GARNET ISLAND ACQUISITION CORPORATION
                              BALANCE SHEET


                      ASSETS

                                                  April 20, 2016
                                                  ------------------

  Current assets

    Cash                                         $             0
                                                  ---------------
        Total assets                             $             0
                                                  ===============

          LIABILITIES AND SHAREHOLDERS' DEFICIT

  Current liabilities

     Accrued liabilities                         $         1,000
                                                  ---------------
         Total liabilities                                 1,000
                                                  ---------------
  Stockholders' deficit
    Preferred stock, $0.0001 par value,
    20,000,000 shares authorized; none
    outstanding

    Common stock, $0.0001 par value, 100,000,000

    shares authorized; 20,000,000 shares issued
    and outstanding                                        2,000

    Discount on Common Stock                              (2,000)

    Additional paid-in capital                               312

    Deficit accumulated during the
       development stage                                  (1,312)
                                                  ---------------

         Total stockholders' deficit                      (1,000)
                                                  ---------------
         Total liabilities and stockholders'
                 deficit                          $            0
                                                  ================

The accompanying notes are an integral part of these financial statements.

                                   2


______________________________________________________________________

                      GARNET ISLAND ACQUISITION CORPORATION
                            STATEMENT OF OPERATIONS


                                                  For the period from
                                                   April 4, 2016
                                                    (Inception) to
                                                   April 20, 2016
                                                  -----------------

    Revenue                                      $            -

    Cost of revenue                                           -
                                                  -----------------
    Gross profit                                              -

    Operating expenses                           $        1,312
                                                  -----------------
    Operating loss                                       (1,312)


    Loss before income taxes                             (1,312)
                                                 ==================
    Income tax expense                                        -

    Net loss                                     $       (1,312)
                                                 ==================

    Loss per share - basic and diluted           $        (0.00)
                                                 ==================

    Weighted average shares-basic and diluted          20,000,000
                                                 ------------------



The accompanying notes are an integral part of these financial statements.

                                   3


______________________________________________________________________



                     GARNET ISLAND ACQUISITION CORPORATION
                      STATEMENT OF STOCKHOLDERS' DEFICIT



                        Common Stock     Discount   Additional           Total
                    -------------------  on Common  Paid-in              Stockholders'
                    Shares      Amount   Stock      Capital    Deficit   Deficit
                    ----------  -------  ---------  ---------- -------   --------
                                                       

Balance,
  April 4, 2016
       (Inception)         -    $    -     $    -     $     -   $    -    $     -

Issuance of
   common stock     20,000,000    2,000     (2,000)         -         -          0

Additional paid-in
   capital                 -          -         -         312         -         312

Net loss                   -          -         -           -     (1,312)    (1,312)

Balance,
   April 20,
    2016            20,000,000   $ 2,000    $ (2,000)   $ 312    $(1,312)   $(1,000)
                    ==========   =======    =========   =======  ========   ========


   The accompanying notes are an integral part of these financial statements.


                                   4


______________________________________________________________________



                     GARNET ISLAND ACQUISITION CORPORATION
                            STATEMENT OF CASH FLOWS

                                                            For the period from
                                                              April 4, 2016
                                                               (Inception) to
                                                              April 20, 2016
                                                               --------------
                                                            
 OPERATING ACTIVITIES

   Net loss                                                    $     (1,312)

   Non-cash adjustments to reconcile net loss to net cash:
     Expenses paid for by stockholder and contributed
     as capital                                                         312
                                                                -------------

      Changes in Operating Assets and Liabilities:

          Accrued liability                                           1,000
                                                                -------------
            Net cash (used in) operating activities                       0
                                                                -------------
 FINANCING ACTIVITIES

   Proceeds from issuance of common stock                                 0

   Proceeds from stockholders contribution                                0
                                                                -------------
       Net cash provided by financing activities                          0
                                                                -------------
   Net increase in cash                                                   0

   Cash, beginning of period                                              -
                                                                 -------------
   Cash, end of period                                           $        0
                                                                 =============


The accompanying notes are an integral part of these financial statements.

                                   5



______________________________________________________________________

                 GARNET ISLAND ACQUISITION CORPORATION
                    Notes to Financial Statements

NOTE 1   NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Garnet Island Acquisition Corporation ("Garnet Island" or "the Company") was
incorporated on April 4, 2016 under the laws of the state of Delaware
to engage in any lawful corporate undertaking, including, but not limited to,
selected mergers and acquisitions. The Company has been in the
developmental stage since inception and its operations to date have been
limited to issuing shares to its original shareholders. The Company will
attempt to locate and negotiate with a business entity for the combination
of that target company with Garnet Island. The combination will normally take
the form of a merger, stock-for-stock exchange or stock-for-assets exchange.
In most instances the target company will wish to structure the business
combination to be within the definition of a tax-free reorganization under
Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that the Company will be successful
in locating or negotiating with any target company. The Company has been
formed to provide a method for a foreign or domestic private company to
become a reporting company with a class of securities registered under the
Securities Exchange Act of 1934.

BASIS OF PRESENTATION

The summary of significant accounting policies presented below is designed
to assist in understanding the Company's financial statements. Such financial
statements and accompanying notes are the representations of the Company's
management, who are responsible for their integrity and objectivity. These
accounting policies conform to accounting principles generally accepted in
the United States of America ("GAAP") in all material respects, and have
been consistently applied in preparing the accompanying financial statements.
The Company has not earned any revenue from operations since inception.
Accordingly, the Company's activities have been accounted for as those of
a "Development Stage Enterprise" as set forth in ASC 915, "Development
Stage Entities." Among the disclosures required by ASC 915, are that the
Company's financial statements be identified as those of a development stage
company, and that the statements of operations, stockholders' equity and cash
flows disclose activity since the date of the Company's inception.  The Company
chose December 31 as its fiscal year end.

USE OF ESTIMATES

The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements, and the reported amounts
of revenues and expenses during the reporting periods.  Actual results could
differ from those estimates.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand and on deposit at banking
institutions as well as all highly liquid short-term investments with original
maturities of 90 days or less. The Company did not have cash equivalents as
of April 20, 2016.

CONCENTRATION OF RISK

Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash. The Company places its cash with
high quality banking institutions. The Company did not have cash balances
in excess of the Federal Deposit Insurance Corporation limit as of April 20,
2016.
                                   6


______________________________________________________________________

                 GARNET ISLAND ACQUISITION CORPORATION
                    Notes to Financial Statements


INCOME TAXES

Under ASC 740, "Income Taxes," deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected
to be recovered or settled. Valuation allowances are established when it is
more likely than not that some or all of the deferred tax assets will not be
realized.  As of April 20, 2016 there were no deferred taxes due to the
uncertainty of the realization of net operating loss or carry forward prior
to expiration.

LOSS PER COMMON SHARE

Basic loss per common share excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflect the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the loss of the entity.  As
of April 20, 2016, there are no outstanding dilutive securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company follows guidance for accounting for fair value measurements of
financial assets and financial liabilities and for fair value measurements
of nonfinancial items that are recognized or disclosed at fair value in the
financial statements on a recurring basis. Additionally, the Company adopted
guidance for fair value measurement related to nonfinancial items that are
recognized and disclosed at fair value in the financial statements on a
nonrecurring basis. The guidance establishes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to measurements involving significant unobservable inputs
(Level 3 measurements). The three levels of the fair value hierarchy are as
follows:

  Level 1 inputs are quoted prices (unadjusted) in active markets for identical
assets or liabilities that the Company has the ability to access at the
measurement date.

  Level 2 inputs are inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or indirectly.

  Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts of financial assets such as cash approximate their fair
values because of the short maturity of these instruments.

NOTE 2 - GOING CONCERN

The Company has not yet generated any revenue since inception to date and
has sustained operating losses during the period ended April 20, 2016.
The Company had a working capital deficit of $1,000 and an accumulated deficit
of $1,312 as of April 20, 2016.  The Company's continuation as a going concern
is dependent on its ability to generate sufficient cash flows from operations
to meet its obligations and/or obtaining additional financing from its members
or other sources, as may be required.

                                   7


______________________________________________________________________

                 GARNET ISLAND ACQUISITION CORPORATION
                    Notes to Financial Statements

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern; however, the above condition
raises substantial doubt about the Company's ability to do so. The financial
statements do not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets or the amounts and
classifications of liabilities that may result should the Company be unable to
continue as a going concern.

In order to maintain its current level of operations, the Company will require
additional working capital from either cash flow from operations or from the
sale of its equity.  However, the Company currently has no commitments
from any third parties for the purchase of its equity. If the Company is unable
to acquire additional working capital, it will be required to significantly
reduce its current level of operations.


NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

Adopted

On June 10, 2014, the FASB issued ASU 2014-10, Development Stage Entities
(Topic 915).  The amendments in this update remove the definition of a
development stage entity from Topic 915, thereby removing the distinction
between development stage entities and other reporting entities from U.S.
GAAP. In addition, the amendments eliminate the requirements for development
stage entities to (1) present inception-to-date information on the statements
of income, cash flows, and shareholder's equity, (2) label the financial
statements as those of a development stage entity, (3) disclose a description
of the development stage activities in which the entity is engaged, and (4)
disclose in the first year in which the entity is no longer a development
stage entity that in prior years it had been in the development stage.
Early adoption is permitted. The Company has adopted this accounting standard.
The accounting pronouncement does not have a material effect on the financial
statements.

Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force) and the United States Securities and Exchange
Commission did not or are not believed by management to have a material
impact on the Company's present or future financial statements.

NOTE 4     ACCRUED LIABILITIES

As of April 20, 2016, the Company had an accrued professional fee
of $1,000.

NOTE 5   STOCKHOLDERS' DEFICIT

On April 4, 2016, the Company issued 20,000,000 founders common stock
to two directors and officers.  The Company is authorized to issue
100,000,000 shares of common stock and 20,000,000 shares of preferred
stock. As of April 20, 2016, 20,000,000 shares of common
stock and no preferred stock were issued and outstanding.

                                    8
______________________________________________________________________

                     INDEX TO EXHIBITS


EXHIBIT NUMBER      DESCRIPTION

3.1                 Certificate of Incorporation of Garnet Island
                            Acquisition Corporation

3.2                 By-Laws of Garnet Island Acquisition Corporation

3.3                 Specimen stock certificate of Garnet Island
                            Acquisition Corporation




______________________________________________________________________


                                  SIGNATURES


    In accordance with Section 12 of the Securities Exchange Act of
1934, the Registrant caused this registration statement to be signed on
its behalf by the undersigned thereunto duly authorized.


                                  GARNET ISLAND ACQUISITION CORPORATION


                                  By: /s/  James Cassidy, President



Date: May 2, 2016

EX-2

                      CERTIFICATE OF INCORPORATION

                                  OF

                   GARNET ISLAND ACQUISITION CORPORATION


                             ARTICLE ONE

                                Name

The name of the Corporation is Garnet Island Acquisition Corporation.


                             ARTICLE TWO

                              Duration

The Corporation shall have perpetual existence.


                            ARTICLE THREE

                              Purpose

     The purpose for which this Corporation is organized is to engage
in any lawful act or activity for which corporations may be organized
under the General Corporation Law of Delaware.


                             ARTICLE FOUR

                               Shares

     The total number of shares of stock which the Corporation shall
have authority to issue is 120,000,000 shares, consisting of 100,000,000
shares of Common Stock having a par value of $.0001 per share and
20,000,000 shares of Preferred Stock having a par value of $.0001 per
share.

     The Board of Directors is authorized to provide for the issuance
of the shares of Preferred Stock in series and, by filing a certificate
pursuant to the applicable law of the State of Delaware, to establish
from time to time the number of shares to be included in each such
series, and to fix the designation, powers, preferences and rights of the
shares of each such series and the qualifications, limitations or
restrictions thereof.

     The authority of the Board of Directors with respect to each
series of Preferred Stock shall include, but not be limited to,
determination of the following:

     A.  The number of shares constituting that series and the
distinctive designation of that series;

     B.  The dividend rate on the shares of that series, whether
dividends shall be cumulative, and, if so, from which date or dates, and
the relative rights of priority, if any, of payment of dividends on share
of that series;

     C.  Whether that series shall have voting rights, in addition to
the voting rights provided by law, and, if so, the terms of such voting
rights;

     D.  Whether that series shall have conversion privileges, and, if
so, the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of
Directors shall determine;

     E.  Whether or not the shares of that series shall be redeemable,
and, if so, the terms and conditions of such redemption, including the
date or dates upon or after which they shall be redeemable, and the
amount per share payable in case of redemption, which amount may
vary under different conditions and at different redemption dates;

     F.  Whether that series shall have a sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms
and amount of such sinking fund;

     G.  The rights of the shares of that series in the event of
voluntary or involuntary liquidation, dissolution or winding up of the
Corporation, and the relative rights of priority, if any, of payment of
shares of that series; and

     H.  Any other relative rights, preferences and limitations of that
series.


                   ARTICLE FIVE

             Commencement of Business

     The Corporation is authorized to commence business as soon as
its certificate of incorporation has been filed.


                    ARTICLE SIX

       Principal Office and Registered Agent

     The post office address of the initial registered office of the
Corporation and the name of its initial registered agent and its business
address is

          Inc. Plan (USA)
          Trolley Square
          Suite 20 C
          Wilmington, Delaware 19806 (County of New Castle)

     The initial registered agent is a resident of the State of Delaware.


                   ARTICLE SEVEN

                   Incorporator

     Lee W. Cassidy, 215 Apolena Avenue, Newport Beach,California 92662


                   ARTICLE EIGHT

                Pre-Emptive Rights

     No Shareholder or other person shall have any pre-emptive
rights whatsoever.


                   ARTICLE NINE

                      By-Laws

     The initial by-laws shall be adopted by the Shareholders or the
Board of Directors.  The power to alter, amend, or repeal the by-laws
or adopt new by-laws is vested in the Board of Directors, subject to
repeal or change by action of the Shareholders.


                    ARTICLE TEN

                  Number of Votes

     Each share of Common Stock has one vote on each matter on
which the share is entitled to vote.


                  ARTICLE ELEVEN

                  Majority Votes

     A majority vote of a quorum of Shareholders (consisting of the
holders of a majority of the shares entitled to vote, represented in
person or by proxy) is sufficient for any action which requires the vote
or concurrence of Shareholders, unless otherwise required or permitted by
law or the by-laws of the Corporation.

                  ARTICLE TWELVE

               Non-Cumulative Voting

     Directors shall be elected by majority vote.  Cumulative voting
shall not be permitted.


                 ARTICLE THIRTEEN

Interested Directors, Officers and Securityholders

     A.  Validity.  If Paragraph (B) is satisfied, no contract or other
transaction between the Corporation and any of its directors, officers or
securityholders, or any corporation or firm in which any of them are
directly or indirectly interested, shall be invalid solely because of this
relationship or because of the presence of the director, officer or
securityholder at the meeting of the Board of Directors or committee
authorizing the contract or transaction, or his participation or vote in
the meeting or authorization.

     B.  Disclosure, Approval, Fairness.  Paragraph (A) shall
apply only if:

     (1)  The material facts of the relationship or interest of each such
director, officer or securityholder are known or disclosed:

     (a)  to the Board of Directors or the committee and it
nevertheless authorizes or ratifies the contract or transaction by a
majority of the directors present, each such interested director to be
counted in determining whether a quorum is present but not in
calculating the majority necessary to carry the vote;  or

     (b)  to the Shareholders and they nevertheless authorize or ratify
the contract or transaction by a majority of the shares present, each such
interested person to be counted for quorum and voting purposes;  or

     (2)  the contract or transaction is fair to the Corporation as of the
time it is authorized or ratified by the Board of Directors, the committee
or the Shareholders.


                 ARTICLE FOURTEEN

           Indemnification and Insurance

     A.  Persons.  The Corporation shall indemnify, to the extent
provided in Paragraphs (B), (D) or (F) and to the extent permitted from
time to time by law:

     (1)  any person who is or was director, officer, agent or
employee of the Corporation, and

     (2)  any person who serves or served at the Corporation's request
as a director, officer, agent, employee, partner or trustee of another
corporation or of a partnership, joint venture, trust or other enterprise.

     B.  Extent--Derivative Suits.  In case of a suit by or in the
right of the Corporation against a person named in Paragraph (A) by
reason of his holding a position named in Paragraph (A), the
Corporation shall indemnify him, if he satisfies the standard in
Paragraph (C), for expenses (including attorney's fees) actually and
reasonably incurred by him in connection with the defense or settlement
of the suit.

     C.  Standard--Derivative Suits.  In case of a suit by or in the
right of the Corporation, a person named in Paragraph (A) shall be
indemnified only if:

     (1)  he is successful on the merits or otherwise, or

     (2)  he acted in good faith in the transaction which is the subject
of the suit, and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Corporation.  However, he shall not
be indemnified in respect of any claim, issue or matter as to which he
has been adjudged liable for negligence or misconduct in the
performance of his duty to the Corporation unless (and only to the
extent that) the court in which the suit was brought shall determine,
upon application, that despite the adjudication but in view of all the
circumstances, he is fairly and reasonably entitled to indemnity for such
expenses as the court shall deem proper.

     D.  Extent--Nonderivative Suits.  In case of a suit, action or
proceeding (whether civil, criminal, administrative or investigative),
other than a suit by or in the right of the Corporation against a person
named in Paragraph (A) by reason of his holding a position named in
Paragraph (A), the Corporation shall indemnify him, if he satisfies the
standard in Paragraph (E), for amounts actually and reasonably incurred
by him in connection with the defense or settlement of the suit as

     (1)  expenses (including attorneys' fees),
     (2)  amounts paid in settlement
     (3)  judgments, and
     (4)  fines.

     E.  Standard--Nonderivative Suits.  In case of a
nonderivative suit, a person named in Paragraph (A) shall be
indemnified only if:

     (1)  he is successful on the merits or otherwise, or

     (2)  he acted in good faith in the transaction which is the subject
of the nonderivative suit, and in a manner he reasonably believed to be
in, or not opposed to, the best interests of the Corporation and , with
respect to any criminal action or proceeding, he had no reason to believe
his conduct was unlawful.  The termination of a nonderivative suit by
judgement, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption
that the person failed to satisfy this Paragraph (E) (2).

     F.  Determination That Standard Has Been Met.  A
determination that the standard of Paragraph (C) or (E) has been
satisfied may be made by a court of law or equity or the determination
may be made by:

     (1)  a majority of the directors of the Corporation (whether or
not a quorum) who were not parties to the action, suit or proceeding, or

     (2)  independent legal counsel (appointed by a majority of the
directors of the Corporation, whether or not a quorum, or elected by the
Shareholders of the Corporation) in a written opinion, or

     (3)  the Shareholders of the Corporation.

     G.  Proration.  Anyone making a determination under
Paragraph (F) may determine that a person has met the standard as to
some matters but not as to others, and may reasonably prorate amounts
to be indemnified.

     H.  Advance Payment.  The Corporation may pay in advance
any expenses (including attorney's fees)  which may become subject to
indemnification under paragraphs (A) - (G) if:

     (1)  the Board of Directors authorizes the specific payment and

     (2)  the person receiving the payment undertakes in writing to
repay unless it is ultimately determined that he is entitled to
indemnification by the Corporation under Paragraphs (A) - (G).

     I.  Nonexclusive.  The indemnification provided by Paragraphs
(A) - (G) shall not be exclusive of any other rights to which a person
may be entitled by law or by by-law, agreement, vote of Shareholders or
disinterested directors, or otherwise.

     J.  Continuation.  The indemnification and advance payment
provided by Paragraphs (A) - (H) shall continue as to a person who has
ceased to hold a position named in paragraph (A) and shall inure to his
heirs, executors and administrators.

     K.  Insurance.  The Corporation may purchase and maintain
insurance on behalf of any person who holds or who has held any
position named in Paragraph (A) against any liability incurred by him in
any such positions or arising out of this status as such, whether or not
the Corporation would have power to indemnify him against such
liability under Paragraphs (A) - (H).

     L.  Reports.  Indemnification payments, advance payments, and
insurance purchases and payments made under Paragraphs (A) - (K)
shall be reported in writing to the Shareholders of the Corporation with
the next notice of annual meeting, or within six months, whichever is
sooner.

     M.  Amendment of Article.  Any changes in the General
Corporation Law of Delaware increasing, decreasing, amending,
changing or otherwise effecting the indemnification of directors,
officers, agents, or employees of the Corporation shall be incorporated
by reference in this Article as of the date of such changes without
further action by the Corporation, its Board of Directors, of
Shareholders, it being the intention of this Article that directors,
officers, agents and employees of the Corporation shall be indemnified
to the maximum degree allowed by the General Corporation Law of the
State of Delaware at all times.

                          ARTICLE FIFTEEN

                Limitation On Director Liability

     A.  Scope of Limitation.  No person, by virtue of being or
having been a director of the Corporation, shall have any personal
liability for monetary damages to the Corporation or any of its
Shareholders for any breach of fiduciary duty except as to the extent
provided in Paragraph (B).

     B.  Extent of Limitation.  The limitation provided for in this
Article shall not eliminate or limit the liability of a director to the
Corporation or its Shareholders (i) for any breach of the director's duty
of loyalty to the Corporation or its Shareholders (ii) for any acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law (iii) for any unlawful payment of dividends or
unlawful stock purchases or redemptions in violation of Section 174 of
the General Corporation Law of Delaware or (iv) for any transaction for
which the director derived an improper personal benefit.

     IN WITNESS WHEREOF, the incorporator hereunto has executed this
certificate of incorporation on this 2nd day of April, 2016.


                          /s/ Lee W. Cassidy,
				Incorporator

EX-3

                 GARNET ISLAND ACQUISITION CORPORATION
                             By-Laws


                            Article I

                         The Stockholders

     Section 1.1.  Annual Meeting.  The annual meeting of the stockholders
of Garnet Island Acquisition Corporation (the "Corporation") shall be
held on the third Thursday in May of each year at 10:30 a.m. local
time, or at such other date or time as shall be designated from time to
time by the Board of Directors and stated in the notice of the meeting, for
the election of directors and for the transaction of such other business as
may come before the meeting.

     Section 1.2.  Special Meetings.  A special meeting of the stockholders
may be called at any time by the written resolution or request of
two-thirds or more of the members of the Board of Directors, the
president, or any executive vice president and shall be called upon the
written request of the holders of two-thirds or more in amount, of each
class or series of the capital stock of the Corporation entitled to vote
at such meeting on the matters(s) that are the subject of the proposed
meeting, such written request in each case to specify the purpose or
purposes for which such meeting shall be called, and with respect to
stockholder proposals, shall further comply with the requirements of this
Article.

     Section 1.3.  Notice of Meetings.  Written notice of each meeting of
stockholders, whether annual or special, stating the date, hour and place
where it is to be held, shall be served either personally or by mail, not
less than fifteen nor more than sixty days before the meeting, upon each
stockholder of record entitled to vote at such meeting, and to any other
stockholder to whom the giving of notice may be required by law.  Notice
of a special meeting shall also state the purpose or purposes for which
the meeting is called and shall indicate that it is being issued by, or
at the direction of, the person or persons calling the meeting.  If, at
any meeting,action is proposed to be taken that would, if taken, entitle
stockholders to receive payment for their stock, the notice of such
meeting shall include a statement of that purpose and to that effect.
If mailed, notice shall be deemed to be delivered when deposited in the
United States mail or with any private express mail service, postage or
delivery fee prepaid, and shall be directed to each such stockholder at
his address, as it appears on the records of the stockholders of the
Corporation, unless he shall have previously filed with the secretary of
the Corporation a written request that notices intended for him be mailed
to some other address, in which case, it shall be mailed to the address
designated in such request.

     Section 1.4.  Fixing Date of Record.  (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 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
nor less than ten 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 consent to corporate action in writing without a meeting
(to the extent that such action by written consent is permitted by law,
the Certificate of Incorporation or these By-Laws), the Board of Directors
may fix 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 date shall not be more than ten days after the date
upon which the resolution fixing the record date is adopted by the Board
of Directors.  If no record date has been fixed by the Board of Directors,
the record date for determining stockholders entitled to consent to
corporate action in writing without a meeting, when no prior action by the
Board of Directors is required by law, shall be the first date on which a
signed written consent setting forth the action taken or proposed to be
taken is delivered to the Corporation by delivery to its registered office
in its state of incorporation, its principal place of business, or an
officer or agent of the Corporation having custody of the book in which
proceedings of meetings of stockholders are recorded.  Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.  If no record date has been
fixed by the Board of Directors and prior action by the Board of Directors
is required by law, the record date for determining stockholders entitled
to consent to corporate action in writing without a meeting shall be at
the close of business on the day on which the Board of Directors adopts
the resolution taking such prior action.

     (c)  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 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 days prior to such action.  If no record date
is fixed, 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 1.5.  Inspectors.  At each meeting of the stockholders, the
polls shall be opened and closed and the proxies and ballots shall be
received and be taken in charge.  All questions touching on the
qualification of voters and the validity of proxies and the acceptance or
rejection of votes, shall be decided by one or more inspectors.  Such
inspectors shall be appointed by the Board of Directors before or at the
meeting, or, if no such appointment shall have been made, then by the
presiding officer at the meeting.  If for any reason any of the inspectors
previously appointed shall fail to attend or refuse or be unable to serve,
inspectors in place of any so failing to attend or refusing or unable to
serve shall be appointed in like manner.

     Section 1.6.  Quorum.  At any meeting of the stockholders, the
holders of a majority of the shares entitled to vote, represented in
person or by proxy, shall constitute a quorum of the stockholders for all
purposes, unless the representation of a larger number shall be required
by law, and, in that case, the representation of the number so required
shall constitute a quorum.

     If the holders of the amount of stock necessary to constitute a
quorum shall fail to attend in person or by proxy at the time and place
fixed in accordance with these By-Laws for an annual or special meeting,
a majority in interest of the stockholders present in person or by proxy
may adjourn, from time to time, without notice other than by announcement
at the meeting, until holders of the amount of stock requisite to
constitute a quorum shall attend.  At any such adjourned meeting at which
a quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally notified.

     Section 1.7.  Business.  The chairman of the Board, if any, the
president, or in his absence the vice-chairman, if any, or an executive
vice president, in the order named, shall call meetings of the stockholders
to order, and shall act as chairman of such meeting; provided, however,
that the Board of Directors or executive committee may appoint any
stockholder to act as chairman of any meeting in the absence of the
chairman of the Board.  The secretary of the Corporation shall act as
secretary at all meetings of the stockholders, but in the absence of the
secretary at any meeting of the stockholders, the presiding officer may
appoint any person to act as secretary of the meeting.

     Section 1.8.  Stockholder Proposals.  No proposal by a stockholder
shall be presented for vote at a special or annual meeting of stockholders
unless such stockholder shall, not later than the close of business on the
fifth day following the date on which notice of the meeting is first given
to stockholders, provide the Board of Directors or the secretary of the
Corporation with written notice of intention to present a proposal for
action at the forthcoming meeting of stockholders, which notice shall
include the name and address of such stockholder, the number of voting
securities that he holds of record and that he holds beneficially, the
text of the proposal to be presented to the meeting and a statement in
support of the proposal.

     Any stockholder who was a stockholder of record on the applicable
record date may make any other proposal at an annual meeting or special
meeting of stockholders and the same may be discussed and considered,
but unless stated in writing and filed with the Board of Directors or the
secretary prior to the date set forth herein above, such proposal shall be
laid over for action at an adjourned, special, or annual meeting of the
stockholders taking place sixty days or more thereafter.  This provision
shall not prevent the consideration and approval or disapproval at the
annual meeting of reports of officers, directors, and committees, but in
connection with such reports, no new business proposed by a stockholder,
qua stockholder, shall be acted upon at such annual meeting unless stated
and filed as herein provided.

     Notwithstanding any other provision of these By-Laws, the
Corporation shall be under no obligation to include any stockholder
proposal in its proxy statement materials or otherwise present any such
proposal to stockholders at a special or annual meeting of stockholders
if the Board of Directors reasonably believes the proponents thereof have
not complied with Sections 13 or 14 of the Securities Exchange Act of
1934, as amended, and the rules and regulations thereunder; nor shall the
Corporation be required to include any stockholder proposal not required
to be included in its proxy materials to stockholders in accordance with
any such section, rule or regulation.

     Section 1.9.  Proxies.  At all meetings of stockholders, a stockholder
entitled to vote may vote either in person or by proxy executed in writing
by the stockholder or by his duly authorized attorney-in-fact.  Such proxy
shall be filed with the secretary before or at the time of the meeting.  No
proxy shall be valid after eleven months from the date of its execution,
unless otherwise provided in the proxy.

     Section 1.10.  Voting by Ballot.  The votes for directors, and upon
the demand of any stockholder or when required by law, the votes upon any
question before the meeting, shall be by ballot.

     Section 1.11.  Voting Lists.  The officer who has charge of the stock
ledger of the Corporation shall prepare and make, at least ten days before
every meeting of stockholders, a complete list of the stockholders entitled
to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares of stock 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 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 so specified, at the place where the meeting is to be held.  The list
shall also be produced and kept at the time and place of the meeting during
the whole time thereof and may be inspected by any stockholder who is
present.

     Section 1.12.  Place of Meeting.  The Board of Directors may
designate any place, either within or without the state of incorporation,
as the place of meeting for any annual meeting or any special meeting
called by the Board of Directors.  If no designation is made or if a
special meeting is otherwise called, the place of meeting shall be the
principal office of the Corporation.

     Section 1.13.  Voting of Stock of Certain Holders.  Shares of capital
stock of the Corporation standing in the name of another corporation,
domestic or foreign, may be voted by such officer, agent, or proxy as the
by-laws of such corporation may prescribe, or in the absence of such
provision, as the board of directors of such corporation may determine.

     Shares of capital stock of the Corporation standing in the name of a
deceased person, a minor ward or an incompetent person may be voted by
his administrator, executor, court-appointed guardian or conservator,
either in person or by proxy, without a transfer of such stock into the
name of such administrator, executor, court-appointed guardian or
conservator.  Shares of capital stock of the Corporation standing in the
name of a trustee may be voted by him, either in person or by proxy.

     Shares of capital stock of the Corporation standing in the name of a
receiver may be voted, either in person or by proxy, by such receiver, and
stock held by or under the control of a receiver may be voted by such
receiver without the transfer thereof into his name if authority to do so
is contained in any appropriate order of the court by which such receiver
was appointed.

     A stockholder whose stock is pledged shall be entitled to vote such
stock, either in person or by proxy, until the stock has been transferred
into the name of the pledgee, and thereafter the pledgee shall be entitled
to vote, either in person or by proxy, the stock so transferred.

     Shares of its own capital stock belonging to this Corporation shall
not be voted, directly or indirectly, at any meeting and shall not be
counted in determining the total number of outstanding stock at any given
time, but shares of its own stock held by it in a fiduciary capacity may
be voted and shall be counted in determining the total number of
outstanding stock at any given time.

                                 Article II

                              Board of Directors

     Section 2.1.  General Powers.  The business, affairs, and the
property of the Corporation shall be managed and controlled by the Board
of Directors (the "Board"), and, except as otherwise expressly provided by
law, the Certificate of Incorporation or these By-Laws, all of the powers
of the Corporation shall be vested in the Board.

     Section 2.2.  Number of Directors.  The number of directors which
shall constitute the whole Board shall be not fewer than one nor more
than five.  Within the limits above specified, the number of directors shall
be determined by the Board of Directors pursuant to a resolution adopted
by a majority of the directors then in office.

     Section 2.3.  Election, Term and Removal.  Directors shall be elected
at the annual meeting of stockholders to succeed those directors whose
terms have expired.  Each director shall hold office for the term for which
elected and until his or her successor shall be elected and qualified.
Directors need not be stockholders.  A director may be removed from
office at a meeting expressly called for that purpose by the vote of not
less than a majority of the outstanding capital stock entitled to vote at
an election of directors.

     Section 2.4.  Vacancies.  Vacancies in the Board of Directors,
including vacancies resulting from an increase in the number of directors,
may be filled by the affirmative vote of a majority of the remaining
directors then in office, though less than a quorum; except that vacancies
resulting from removal from office by a vote of the stockholders may be
filled by the stockholders at the same meeting at which such removal
occurs provided that the holders of not less than a majority of the
outstanding capital stock of the Corporation (assessed upon the basis of
votes and not on the basis of number of shares) entitled to vote for the
election of directors, voting together as a single class, shall vote for
each replacement director.  All directors elected to fill vacancies shall
hold office for a term expiring at the time of the next annual meeting of
stockholders and upon election and qualification of his successor.  No
decrease in the number of directors constituting the Board of Directors
shall shorten the term of an incumbent director.

     Section 2.5.  Resignations.  Any director of the Corporation may
resign at any time by giving written notice to the president or to the
secretary of the Corporation.  The resignation of any director shall take
effect at the time specified therein and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to
make it effective.

     Section 2.6.  Place of Meetings, etc.  The Board of Directors may
hold its meetings, and may have an office and keep the books of the
Corporation (except as otherwise may be provided for by law), in such
place or places in or outside the state of incorporation as the Board
from time  to time may determine.

     Section 2.7.  Regular Meetings.  Regular meetings of the Board of
Directors shall be held as soon as practicable after adjournment of the
annual meeting of stockholders at such time and place as the Board of
Directors may fix.  No notice shall be required for any such regular
meeting of the Board.

     Section 2.8.  Special Meetings.  Special meetings of the Board of
Directors shall be held at places and times fixed by resolution of the
Board of Directors, or upon call of the chairman of the Board, if any, or
vice-chairman of the Board, if any, the president, an executive vice
president or two-thirds of the directors then in office.

     The secretary or officer performing the secretary's duties shall give
not less than twenty-four hours' notice by letter, telegraph or telephone
(or in person) of all special meetings of the Board of Directors, provided
that notice need not given of the annual meeting or of regular meetings held
at times and places fixed by resolution of the Board.  Meetings may be held
at any time without notice if all of the directors are present, or if those
not present waive notice in writing either before or after the meeting.  The
notice of meetings of the Board need not state the purpose of the meeting.

     Section 2.9.  Participation by Conference Telephone.  Members of the
Board of Directors of the Corporation, or any committee thereof, may
participate in a regular or special or any other meeting of the Board or
committee by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can
hear each other, and such participation shall constitute presence in person
at such meeting.

     Section 2.10.  Action by Written Consent.  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 prior or subsequent
to such action all the members of the Board or such committee, as the
case may be, consent thereto in writing, and the writing or writings are
filed with the minutes of the proceedings of the Board or committee.

     Section 2.11.  Quorum.  A majority of the total number of directors
then in office shall constitute a quorum for the transaction of business;
but if at any meeting of the Board there be less than a quorum present, a
majority of those present may adjourn the meeting from time to time.

     Section 2.12.  Business.  Business shall be transacted at meetings of
the Board of Directors in such order as the Board may determine.  At all
meetings of the Board of Directors, the chairman of the Board, if any, the
president, or in his absence the vice-chairman, if any, or an executive
vice president, in the order named, shall preside.

     Section 2.13.  Interest of Directors in Contracts.  (a)  No contract
or transaction between the Corporation and one or more of its directors
or officers, or between the Corporation and any other corporation,
partnership, association, or other organization in which one or more of
the Corporation's directors or officers, are directors or officers, or
have a financial interest, shall be void or voidable solely for this reason,
or solely because the director or officer is present at or participates in
the meeting of the Board or committee which authorizes the contract or
transaction, or solely because his or their votes are counted for such
purpose, if:

               (1)  The material facts as to his relationship or interest
        and as to the contract or transaction are disclosed or are known
        to the Board of Directors or the committee, and the Board or
        committee in good faith authorizes the contract or transaction by
        the affirmative votes of a majority of the disinterested directors,
        even though the disinterested directors be less than quorum; or

               (2)  The material facts as to his relationship or interest
        and as to the contract or transaction are disclosed or are known to
        the stockholders entitled to vote thereon, and the contract or
        transaction is specifically approved in good faith by vote of the
        stockholders; or

               (3)  The contract or transaction is fair as to the
	Corporation as of the time it is authorized, approved or ratified,
        by the Board of Directors, a committee of the Board of Directors or
        the stockholders.

     (b)  Interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

     Section 2.14.  Compensation of Directors.  Each director of the
Corporation who is not a salaried officer or employee of the Corporation,
or of a subsidiary of the Corporation, shall receive such allowances for
serving as a director and such fees for attendance at meetings of the
Board of Directors or the executive committee or any other committee
appointed by the Board as the Board may from time to time determine.

     Section 2.15.  Loans to Officers or Employees.  The Board of
Directors may lend money to, guarantee any obligation of, or otherwise
assist, any officer or other employee of the Corporation or of any
subsidiary, whether or not such officer or employee is also a director of
the Corporation, whenever, in the judgment of the directors, such loan,
guarantee, or assistance may reasonably be expected to benefit the
Corporation; provided, however, that any such loan, guarantee, or other
assistance given to an officer or employee who is also a director of the
Corporation must be authorized by a majority of the entire Board of
Directors.  Any such loan, guarantee, or other assistance may be made
with or without interest and may be unsecured or secured in such manner
as the Board of Directors shall approve, including, but not limited to, a
pledge of shares of the Corporation, and may be made upon such other
terms and conditions as the Board of Directors may determine.

     Section 2.16.  Nomination.  Subject to the rights of holders of any
class or series of stock having a preference over the common stock as to
dividends or upon liquidation, nominations for the election of directors
may be made by the Board of Directors or by any stockholder entitled to
vote in the election of directors generally.  However, any stockholder
entitled to vote in the election of directors generally may nominate one or
more persons for election as directors at a meeting only if written notice
of such stockholder's intent to make such nomination or nominations has
been given, either by personal delivery or by United States mail, postage
prepaid, to the secretary of the Corporation not later than (i) with respect
to an election to be held at an annual meeting of stockholders, the close of
business on the last day of the eighth month after the immediately
preceding annual meeting of stockholders, and (ii) with respect to an
election to be held at a special meeting of stockholders for the election of
directors, the close of business on the fifth day following the date on
which notice of such meeting is first given to stockholders.  Each such
notice shall set forth: (a) the name and address of the stockholder who
intends to make the nomination and of the person or persons to be
nominated; (b) a representation that the stockholder is a holder of record
of stock of the Corporation entitled to vote at such meeting and intends to
appear in person or by proxy at the meeting to nominate the person or
persons specified in the notice; (c) 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
nomination or nominations are to be made by the stockholder; (d) such
other information regarding each nominee proposed by such stockholder
as would be required to be included in a proxy statement filed pursuant to
the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of
Directors, and; (e) the consent of each nominee to serve as a director of
the Corporation if so elected.  The presiding officer at the meeting may
refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.

                                Article III

                                 Committees

     Section 3.1.  Committees.  The Board of Directors, by resolution
adopted by a majority of the number of directors then fixed by these By-
Laws or resolution thereto, may establish such standing or special
committees of the Board as it may deem advisable, and the members,
terms, and authority of such committees shall be set forth in the
resolutions establishing such committee.

     Section 3.2.  Executive Committee Number and Term of Office.  The
Board of Directors may, at any meeting, by majority vote of the Board of
Directors, elect from the directors an executive committee.  The executive
committee shall consist of such number of members as may be fixed from
time to time by resolution of the Board of Directors.  The Board of
Directors may designate a chairman of the committee who shall preside at
all meetings thereof, and the committee shall designate a member thereof
to preside in the absence of the chairman.

     Section 3.3.  Executive Committee Powers.  The executive committee
may, while the Board of Directors is not in session, exercise all or any
of the powers of the Board of Directors in all cases in which specific
directions shall not have been given by the Board of Directors; except
that the executive committee shall not have the power or authority of the
Board of Directors to (i) amend the Certificate of Incorporation or the
By-Laws of the Corporation, (ii) fill vacancies on the Board of Directors,
(iii) adopt an agreement or certification of ownership, merger or
consolidation, (iv) recommend to the stockholders the sale, lease or
exchange of all or substantially all of the Corporation's property and
assets, or a dissolution of the Corporation or a revocation of a
dissolution, (v) declare a dividend, or (vi) authorize the issuance of
stock.

     Section 3.4.  Executive Committee Meetings.  Regular and special
meetings of the executive committee may be called and held subject to
the same requirements with respect to time, place and notice as are
specified in these By-Laws for regular and special meetings of the Board
of Directors.  Special meetings of the executive committee may be called
by any member thereof.  Unless otherwise indicated in the notice thereof,
any and all business may be transacted at a special or regular meeting of
the executive meeting if a quorum is present.  At any meeting at which
every member of the executive committee shall be present, in person or
by telephone, even though without any notice, any business may be
transacted.  All action by the executive committee shall be reported to
the Board of Directors at its meeting next succeeding such action.

     The executive committee shall fix its own rules of procedure, and
shall meet where and as provided by such rules or by resolution of the
Board of Directors, but in every case the presence of a majority of the
total number of members of the executive committee shall be necessary to
constitute a quorum.  In every case, the affirmative vote of a quorum shall
be necessary for the adoption of any resolution.

     Section 3.5. Executive Committee Vacancies.  The Board of Directors,
by majority vote of the Board of Directors then in office, shall fill
vacancies in the executive committee by election from the directors.

                                 Article IV

                                The Officers

     Section 4.1.  Number and Term of Office.  The officers of the
Corporation shall consist of, as the Board of Directors may determine
and appoint from time to time, a chief executive officer, a president,
one or more executive vice-presidents, a secretary, a treasurer, a
controller,and/or such other officers as may from time to time be
elected or appointed by the Board of Directors, including such
additional vice-presidents with such designations, if any, as may be
determined by the Board of Directors and such assistant secretaries
and assistant treasurers.  In addition, the Board of Directors may
elect a chairman of the Board and may also elect a vice-chairman as
officers of the Corporation.  Any two or more offices may be held by
the same person. In its discretion, the Board of Directors may leave
unfilled any office except as may be required by law.

     The officers of the Corporation shall be elected or appointed from
time to time by the Board of Directors.  Each officer shall hold office
until his successor shall have been duly elected or appointed or until
his death or until he shall resign or shall have been removed by the
Board of Directors.

     Each of the salaried officers of the Corporation shall devote his
entire time, skill and energy to the business of the Corporation, unless
the contrary is expressly consented to by the Board of Directors or the
executive committee.

     Section 4.2.  Removal.  Any officer may be removed by the Board of
Directors whenever, in its judgment, the best interests of the
Corporation would be served thereby.

     Section 4.3.  The Chairman of the Board.  The chairman of the Board,
if any, shall preside at all meetings of stockholders and of the Board of
Directors and shall have such other authority and perform such other
duties as are prescribed by law, by these By-Laws and by the Board of
Directors.  The Board of Directors may designate the chairman of the
Board as chief executive officer, in which case he shall have such
authority and perform such duties as are prescribed by these By-Laws
and the Board of Directors for the chief executive officer.

     Section 4.4.  The Vice-Chairman.  The vice-chairman, if any, shall
have such authority and perform such other duties as are prescribed by
these By-Laws and by the Board of Directors.  In the absence or inability
to act of the chairman of the Board and the president, he shall preside at
the meetings of the stockholders and of the Board of Directors and shall
have and exercise all of the powers and duties of the chairman of the
Board.  The Board of Directors may designate the vice-chairman as chief
executive officer, in which case he shall have such authority and perform
such duties as are prescribed by these By-Laws and the Board of
Directors for the chief executive officer.

     Section 4.5.  The President.  The president shall have such authority
and perform such duties as are prescribed by law, by these By-Laws, by
the Board of Directors and by the chief executive officer (if the president
is not the chief executive officer).  The president, if there is no chairman
of the Board, or in the absence or the inability to act of the chairman of
the Board, shall preside at all meetings of stockholders and of the Board
of Directors.  Unless the Board of Directors designates the chairman of
the Board or the vice-chairman as chief executive officer, the president
shall be the chief executive officer, in which case he shall have such
authority and perform such duties as are prescribed by these By-Laws and
the Board of Directors for the chief executive officer.

     Section 4.6.  The Chief Executive Officer.  Unless the Board of
Directors designates the chairman of the Board or the vice-chairman as
chief executive officer, the president shall be the chief executive officer.
The chief executive officer of the Corporation shall have, subject to the
supervision and direction of the Board of Directors, general supervision
of the business, property and affairs of the Corporation, including the
power to appoint and discharge agents and employees, and the powers
vested in him by the Board of Directors, by law or by these By-Laws or
which usually attach or pertain to such office.

     Section 4.7.  The Executive Vice-Presidents.  In the absence of the
chairman of the Board, if any, the president and the vice-chairman, if
any, or in the event of their inability or refusal to act, the executive
vice-president (or in the event there is more than one executive
vice-president, the executive vice-presidents in the order designated, or
in the absence of any designation, then in the order of their election)
shall perform the duties of the chairman of the Board, of the president
and of the vice-chairman, and when so acting, shall have all the powers
of and be subject to all the restrictions upon the chairman of the Board,
the president and the vice-chairman.  Any executive vice-president may sign,
with the secretary or an authorized assistant secretary, certificates for
stock of the Corporation and shall perform such other duties as from time
to time may be assigned to him by the chairman of the Board, the
president, the vice-chairman, the Board of Directors or these By-Laws.

     Section 4.8.  The Vice-Presidents.  The vice-presidents, if any, shall
perform such duties as may be assigned to them from time to time by the
chairman of the Board, the president, the vice-chairman, the Board of
Directors, or these By-Laws.

     Section 4.9.  The Treasurer.  Subject to the direction of chief
executive officer and the Board of Directors, the treasurer shall have
charge and custody of all the funds and securities of the Corporation;
when necessary or proper he shall endorse for collection, or cause to be
endorsed, on behalf of the Corporation, checks, notes and other obligations,
and shall cause the deposit of the same to the credit of the Corporation
in such bank or banks or depositary as the Board of Directors may designate
or as the Board of Directors by resolution may authorize; he shall sign all
receipts and vouchers for payments made to the Corporation other than
routine receipts and vouchers, the signing of which he may delegate; he
shall sign all checks made by the Corporation (provided, however, that the
Board of Directors may authorize and prescribe by resolution the manner in
which checks drawn on banks or depositories shall be signed, including the
use of facsimile signatures, and the manner in which officers, agents or
employees shall be authorized to sign); unless otherwise provided by
resolution of the Board of Directors, he shall sign with an officer-
director all bills of exchange and promissory notes of the Corporation;
whenever required by the Board of Directors, he shall render a statement
of his cash account; he shall enter regularly full and accurate account
of the Corporation in books of the Corporation to be kept by him for that
purpose; he shall, at all reasonable times, exhibit his books and accounts
to any director of the Corporation upon application at his office during
business hours; and he shall perform all acts incident to the position of
treasurer.  If required by the Board of Directors, the treasurer shall
give a bond for the faithful discharge of his duties in such sum and with
such sure ties as the Board of Directors may require.

     Section 4.10.  The Secretary.  The secretary shall keep the minutes
of all meetings of the Board of Directors, the minutes of all meetings of
the stockholders and (unless otherwise directed by the Board of Directors)
the minutes of all committees, in books provided for that purpose; he shall
attend to the giving and serving of all notices of the Corporation; he may
sign with an officer-director or any other duly authorized person, in the
name of the Corporation, all contracts authorized by the Board of
Directors or by the executive committee, and, when so ordered by the
Board of Directors or the executive committee, he shall affix the seal of
the Corporation thereto; he may sign with the president or an executive
vice-president all certificates of shares of the capital stock; he shall
have charge of the certificate books, transfer books and stock ledgers, and
such other books and papers as the Board of Directors or the executive
committee may direct, all of which shall, at all reasonable times, be open
to the examination of any director, upon application at the secretary's
office during business hours; and he shall in general perform all the duties
incident to the office of the secretary, subject to the control of the chief
executive officer and the Board of Directors.

     Section 4.11.  The Controller.  The controller shall be the chief
accounting officer of the Corporation.  Subject to the supervision of the
Board of Directors, the chief executive officer and the treasurer, the
controller shall provide for and maintain adequate records of all assets,
liabilities and transactions of the Corporation, shall see that accurate
audits of the Corporation's affairs are currently and adequately made and
shall perform such other duties as from time to time may be assigned to
him.

     Section 4.12.  The Assistant Treasurers and Assistant Secretaries.
The assistant treasurers shall respectively, if required by the Board of
Directors, give bonds for the faithful discharge of their duties in such
sums and with such sureties as the Board of Directors may determine.
The assistant secretaries as thereunto authorized by the Board of Directors
may sign with the chairman of the Board, the president, the vice-chairman
or an executive vice-president, certificates for stock of the Corporation,
the issue of which shall have been authorized by a resolution of the Board
of Directors.  The assistant treasurers and assistant secretaries, in general,
shall perform such duties as shall be assigned to them by the treasurer or
the secretary, respectively, or chief executive officer, the Board of
Directors, or these By-Laws.

     Section 4.13.  Salaries.  The salaries of the officers shall be fixed
from time to time by the Board of Directors, and no officer shall be
prevented from receiving such salary by reason of the fact that he is
also a director of the Corporation.

     Section 4.14.  Voting upon stocks.  Unless otherwise ordered by the
Board of Directors or by the executive committee, any officer, director or
any person or persons appointed in writing by any of them, shall have full
power and authority in behalf of the Corporation to attend and to act and
to vote at any meetings of stockholders of any corporation in which the
Corporation may hold stock, and at any such meeting shall possess and
may exercise any and all the rights and powers incident to the ownership
of such stock, and which, as the owner thereof, the Corporation might
have possessed and exercised if present.  The Board of Directors may
confer like powers upon any other person or persons.

                                     Article V

                               Contracts and Loans

     Section 5.1.  Contracts.  The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or
execute and deliver any instrument in the name of and on behalf of the
Corporation, and such authority may be general or confined to specific
instances.

     Section 5.2.  Loans.  No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name
unless authorized by a resolution of the Board of Directors.  Such
authority may be general or confined to specific instances.

                                    Article VI

                  Certificates for Stock and Their Transfer

     Section 6.1.  Certificates for Stock.  Certificates representing stock
of the Corporation shall be in such form as may be determined by the Board
of Directors.  Such certificates shall be signed by the chairman of the
Board, the president, the vice-chairman or an executive vice-president
and/or by the secretary or an authorized assistant secretary and shall be
sealed with the seal of the Corporation.  The seal may be a facsimile.
If a stock certificate is countersigned (i) by a transfer agent other than
the Corporation or its employee, or (ii) by a registrar other than the
Corporation or its employee, any other signature on the certificate may be
a facsimile.  In the event that 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 by the
Corporation with the same effect as if he were such officer, transfer
agent or registrar at the date of issue.  All certificates for stock shall
be consecutively numbered or otherwise identified.  The name of the person
to whom the shares of stock represented thereby are issued, with the number
of shares of stock and date of issue, shall be entered on the books of the
Corporation.  All certificates surrendered to the Corporation for transfer
shall be canceled and no new certificates shall be issued until the former
certificate for a like number of shares of stock shall have been surrendered
and canceled,except that, in the event of a lost, destroyed or mutilated
certificate, a new one may be issued therefor upon such terms and indemnity
to the Corporation as the Board of Directors may prescribe.

     Section 6.2.  Transfers of Stock.  Transfers of stock of the
Corporation shall be made only on the books of the Corporation by the
holder of record thereof or by his legal representative, who shall
furnish proper evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
secretary of the Corporation, and on surrender for cancellation of the
certificate for such stock.  The person in whose name stock stands on the
books of the Corporation shall be deemed the owner thereof for all purposes
as regards the Corporation.

                                   Article VII

                                    Fiscal Year

     Section 7.1.  Fiscal Year.  The fiscal year of the Corporation shall
begin on the first day of January in each year and end on the last day of
December in each year.

                                  Article VIII

                                      Seal

     Section 8.1.  Seal.  The Board of Directors shall approve a
corporate seal which shall be in the form of a circle and shall have
inscribed thereon the name of the Corporation.

                                   Article IX

                                Waiver of Notice

     Section 9.1.  Waiver of Notice.  Whenever any notice is required
to be given under the provisions of these By-Laws or under the provisions
of the Certificate of Incorporation or under the provisions of the
corporation law of the state of incorporation, waiver thereof in writing,
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of
such notice. Attendance of any person at a meeting for which any notice is
required to be given under the provisions of these By-Laws, the Certificate
of Incorporation or the corporation law of the state of incorporation shall
constitute a waiver of notice of such meeting except when the person
attends 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.

                                Article X

                                Amendments

     Section 10.1.  Amendments.  These By-Laws may be altered, amended
or repealed and new By-Laws may be adopted at any meeting of the
Board of Directors of the Corporation by the affirmative vote of a
majority of the members of the Board, or by the affirmative vote of a
majority of the outstanding capital stock of the Corporation (assessed
upon the basis of votes and not on the basis of number of shares) entitled
to vote generally in the election of directors, voting together as a single
class.

                                 Article XI

                              Indemnification

     Section 11.1.  Indemnification.  The Corporation shall indemnify its
officers, directors, employees and agents to the fullest extent permitted
by the General Corporation Law of Delaware, as amended from time to time.



                                    [END]

EX-3

                         See Legend on Reverse

Number                                                    _____________  Shares

          Incorporated under the laws of the state of Delaware


                  GARNET ISLAND ACQUISITION CORPORATION


                Authorized to issue 120,000,000 shares


100,000,000 common shares                       20,000,000 preferred shares
par value $.0001 each                                par value $.0001 each


This certifies that                          is the owner of

               (           ) fully paid and non-assessable Shares  of the

Common Shares of GARNET ISLAND ACQUISITION CORPORATION

transferrable only on the books of the Corporation by the holder hereof
in person or by duly authorized Attorney upon surrender of this
Certificate properly endorsed.

     IN WITNESS WHEREOF, the said Corporation has caused this
Certificate to be signed by its duly authorized officers and to be
sealed with the Seal of the Corporation

 this      day of              A.D.

                                     /s/
                                             President


                      [SEAL]


-------------------------------------------------------------------------------

        (Reverse side of stock certificate)

LEGEND:

THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF BY ANY INVESTOR TO ANY OTHER PERSON OR ENTITY UNLESS SUBSEQUENTLY
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND UNDER
APPLICABLE LAW OF THE STATE OR JURISDICTION WHERE SOLD, TRANSFERRED
OR DISPOSED OF, UNLESS SUCH SALE, TRANSFER OR DISPOSITION SHALL
QUALIFY UNDER AN ALLOWED EXEMPTION TO SUCH REGISTRATION.  ANY SALE,
TRANSFER OR DISPOSITION OF THESE SECURITIES BY AN INVESTOR WILL
NORMALLY REQUIRE THE APPROVAL BY COUNSEL TO THE ISSUER.



     The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations.  Additional abbreviations
may also be used though not in the list.

     TEN COM       --as tenants in common
     TEN ENT       --as tenants by the entireties
     JT TEN        --as joint tenants with right of  survivorship and not
                        as tenants in common
   UNIF GIFT MIN ACT    -- ____________Custodian
                           ____________(Minor) under Uniform Gifts to
                                                 Minors Act
                           ____________(State)

 For value received, the undersigned hereby sells, assigns and transfers
unto _____________________________ (please insert social security or other
identifying number of assignee)  __________________________


_______________________________________________________________
(please print or typewrite name and address of
assignee)

_____________________________ Shares represented by the within Certificate,
and hereby irrevocably constitutes and appoints ____________________
Attorney to transfer the said shares on the books of the within-named
Corporation with full power of substitution in the premises.

               Dated, _______________________________

                     ___________________________________

In presence of    _______________________________________


NOTICE:  The signature to this assignment must correspond with the name as
written upon the face of the certificate in every particular without
alteration or enlargement, or any change whatever.