SORACEL NETWORK


 


 


 


A WORLDWIDE NETWORK GROUP


This message is a communication

from SORACEL NETWORKS

and may contain information that is privileged, confidential and exempt from disclosure under applicable law, and is intended only for the use of the individual or entity named above. If you are not the intended recipient, or the employee or agent responsible for delivering the message to the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this message in error, please notify the sender, then delete it from your system. Thank you.


STATEMENT

GROW WITH THE FLOW - GROW FROM THE INSIDE OUT


 

We at SORACEL NETWORK act as a human resources hub and think tank.

At SORACEL NETWORK we are pooling resources and acquired knowledge. We advise and give consulting services to help the individual client to take necessary actions based on this acquired knowledge derived from different cultures. This is common practice.

We at SORACEL NETWORK are located in southern California and may describe ourselves as a hands on task force acting as a Liaison Office for our clients in Europe and the United States.

We at SORACEL NETWORKS have the knowledge to distribute new contacts and live up to our commitments. We can produce publications, shall provide consulting to politicians, representatives of civil society and business on an individual basis.

We are a discreet company and are not underpaid. Our clients will benefit from confidential bank accounts. We speak German too.

E/$

Our analysts & associates can be located in key countries and identify various worthy humans worldwide, their projects, their ideas and companies doing business within high growth industries and  business in general created by and for the evolvement of individual humankind.

Because of our reputation we are approached by many substantial companies seeking their representation and our advice through our European Network associates as well as their representation in the United States of America.
 
We are able to guarantee advanced networking for our corporate clients and associates throughout the world. We provide easy to access websites. We deliver results.

We at SORACEL NETWORK are prepared for this and have participated in this evolution since 1986. Our standards are high and individual clients are evaluated on a personal basis.

We feel that because of our privileged position with our clients and also within the financial community, we are able to offer to our investors special and unique investment opportunities as well as unique advice that has the word "success" written all over it. Trust is the key word .

We believe that investors in Projects in which SORACEL NETWORK participates will be rewarded with substantial gains on their investment portfolio.


FIRST: The name of the Corporation ( hereinafter referred to as "THE GROUP" ).
Is: SORACEL NETWORK, Inc.

SECOND: The registered office of the Corporation in, XXXX (not active), USA is located at:

THIRD: The name and address of its registered agent is:

(NOT ACTIVE NOW)


FOURTH: The nature of this business of the Corporation and the objects and purposes to be transacted, promoted or carried on by it are:


A> To engage in the securities business, including each and every field, portion and aspect thereof, in any and all capacities whatsoever. As used in this certificate the term "securities" shall include bonds, debentures, notes, bills, evidences of indebtedness, shares of stock, warrants, options, rights, certificates, receipts, certificates of interest or participation in any profit sharing agreement, collateral trust certificates, preorganisation certificates or subscriptions, investment contracts, voting trust certificates, fractional undivided interests in oil, gas or other mineral rights, certificates of deposit or certificates of interest or participation in, temporary or interim certificates for, receipts for, guarantees of, or warrants or rights to subscribe to or purchase any of the foregoing, or any other instruments or interests in the nature of securities of any kind whatsoever, issued or created by any person or public authority; the term ?person? shall include any person, partnership, firm, corporation, company, joint-stock company, syndicate, association, trust or other business organization, domestic or foreign. The term "issuer" shall include any person or public authority issuing, creating or responsible for any securities.

B> To act as an underwriter, dealer, broker, trader or investor in or with respect to securities.

C> To purchase, subscribe for, acquire, hold, own, lend, sell, exchange, assign, transfer, mortgage, pledge, hypothecate, guarantee, deal in and otherwise effect any and all transactions, of any kind, character or description whatsoever, in or with respect to securities.

D> To hold as custodian, nominee or otherwise securities belonging to others, and to exercise while the holder or owner of securities all the rights, powers and privileges of ownership, including the right to vote thereon and give consents with respect thereto, whether by proxy or otherwise.

E> To do any and all acts, and things necessary, advisable or desirable for the preservation, protection, improvement and enhancement in value of any securities held or owned by the Corporation or in which the Corporation is interested, and to aid by loan, subsidy guaranty or otherwise the issuer of such securities or any other person in which the Corporation is interested.

F> To render advisory, investigatory, supervisory, investment, managerial or other services to any persons or public authority.  Whether or not in connection with promotion, organization, reorganization, recapitalization, liquidation, consolidation or merger of any person or public  authority or in connection with the issuance, underwriting, sale or distribution of any securities, and to act as an investment advisor, pursuant to an investment advisory contract or otherwise to any investment company or common trust fund or to any other person or public authority.

G> To cause, and to promote or to take charge of the promotion, organization, reorganization, recapitalization, liquidation, consolidation, or merger of any person or public authority.

H> To maintain with and for customers accounts with respect to the securities and/or commodities of any kind, character, description whatever, including margin accounts, and to guarantee the signature of customers and others.

I> To make and issue any and all trust, depository, interim and other receipts and certificates of deposit for any securities or interest therein.

J> To acquire and hold membership in, or otherwise secure membership or trading privileges on, any securities exchange, board of trade, commodities exchange, clearing corporation or association, or similar institutions located anywhere in the world,and to acquire and hold membership in any association of brokers, securities dealers or commodities dealers or in any other organization or association.

K> To purchase or otherwise acquire, borrow, hold, own, lend, mortgage, pledge, turn to account in any manner, import, export, sell, distribute or otherwise dispose of, and generally to deal in commodities and products (including any future interest therein) and merchandise, articles of commerce, materials, personal and real property of every kind, character and description whatsoever for the account of any person or public authority,and in connection therewith or otherwise to guarantee any and all obligations relating to transactions made on any commodities exchange, board of trade or similar institutions.

L> To buy, sell and deal in foreign exchange and in notes, open accounts and other similar evidence of debt.

M> T act in any capacity whatsoever as financial, commercial or business agent, factor, broker or representative, general or special, or in any other authority.

N> To engage in any business or transaction relative to petroleum, petroleum products, gas and other mineral products, and to purchase or otherwise acquire hold, own, lease, sell or otherwise dispose of, exercise, exchange, mortgage, pledge, exploit, drill upon, deal in and otherwise turn to account any and all lands and interests in lands, in or under which petroleum, gas and other minerals are or may be located and any and all interests in petroleum products, gas and other minerals and mineral products.

O> To transact a general real estate agency and brokerage business, including acting as agent, broker or attorney in fact for any person or public authority in sale and lease-back transactions and generally in buying, selling and dealing in real property and any interests and estates therein, on commission or otherwise ; renting and managing estates ; making, arranging for or obtaining loans upon such property ; and supervising, managing and protecting such property and all loans, interests in, and claims affecting the same.

P> To engage in any commercial, mercantile, manufacturing, industrial or trading business of any kind, character or description whatsoever, and to do all things incidental to such business.

Q> To make, enter into and carry out any arrangements with any person or public authority; to obtain therefrom or otherwise to acquire, whether by purchase, lease, assignment or otherwise, any powers, rights, privileges, immunities, franchises, guarantees, grants and concessions; and to acquire, hold down, exercise, exploit, dispose of or realize upon the same, all in connection with any business, object or purpose of the Corporation.

R> To cause or allow the legal title to, or any legal or equitable interest in, any security or any other real or personal property of the Corporation to remain or be vested or registered in the name of any other person, whether upon trust for, or as agent or nominee of the Corporation or otherwise for its account or benefit.

S> To enter into any lawful arrangements for sharing profits, union of interest, reciprocal concession or cooperation with any person or public authority in the carrying on of any business, object or purpose of the Corporation.

T> To acquire all or any part of the goodwill, rights, properties and business of any person engaged in any business, object or purpose which the Corporation is authorized to transact, promote or carry on, to pay for the same in cash or in any security or securities issued by the Corporation or any other person or otherwise ; to hold, conduct, utilize and in any manner dispose of the whole or any part of the goodwill, rights, properties or business so acquired; and to assume in connection therewith any liabilities or obligations of such person.

U> To borrow money for any business, object or purpose of the Corporation from time to time without limit as to amount; to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness; to secure the payment thereof and of the interest thereon by any mortgage on, or any pledge, conveyance or assignment in trust of, the whole or any part of the assets of the Corporation, real personal or mixed, including contract rights, whether at the time owned or thereafter acquired; and to sell, assign, mortgage, pledge or otherwise dispose of any securities issued by the Corporation for any business object or purpose of the Corporation. To lend to others any of its money or other property, with or without security, and to guarantee the loans and obligations of others, in each case for any business, object or purpose of the Corporation and from time to time without limit as to amount.

V> To purchase, hold, sell, transfer, reissue or cancel shares of its own capital stock or any other securities issued by it.

W> To do everything necessary, proper, advisable or convenient for any of the purposes or the attainment of any of the objects or the furtherance of any of the powers herein provided for and to do every other act and thing incidental thereto or in connection therewith.

X> To engage in any lawful act or activity for which act or activity for which corporations may be organized under the General Law of   XXX.




Signature of the Founders of SORACEL NETWORK, Inc.




Signature of the elected Chairman of SORACEL NETWORK, Inc.




Signature of the elected Vice President of SORACEL NETWORK, Inc.

 

 

CORPORATE SEAL OF SORACEL NETWORK, Inc.






INVESTMENT LETTER


TO: THE BOARD OF DIRECTORS


OF


SORACEL NETWORK, Inc.


The undersigned hereby represents to the Company, that

( 1 ) the shares of SORACEL NETWORK, Inc.
which are being acquired by the undersigned are being
acquired for his own account and for investment and
not with a view to the public resale or distribution thereof;

( 2 ) the undersigned will not sell, transfer or otherwise dispose of the securities except in

compliance with the securities Act of 1933, as amended ( the "Act") ; and

( 3 ) he is aware that the Securities are "restricted securities" as the term is defined in Rule

144 of the General Rules and Regulations under the Act.

The undersigned further acknowledges that he has had an
opportunity to ask questions of and receive answers from duly designated
representatives of the Company concerning the terms and conditions pursuant to which the
Securities are being offered.

The undersigned acknowledges and understands that the Securities are unregistered and must be held indefinitely unless they are subsequently registered under the Act or an exemption from such registration is available.

The undersigned further acknowledges that he is fully aware of the application limitations on the resale of the Securities. These restrictions for the most part are set forth in Rule 144. The Rule permits sales of "restricted securities" upon compliance with the requirements of such Rule. If the Rule is available to the undersigned, the undersigned may make only routine sales of securities, in limited amounts, in accordance with the terms and conditions of the Rule.

The Company is the only person which may register its Securities under the Act and it currently is not contemplating registering any of its Securities. Furthermore, the Company has not made any representations, warranties or covenants to the undersigned regarding the registration of the Securities or compliance with Regulation A or some other exemption under the Act.


SORACEL NETWORK, Inc.

Instruction to the transfer agent

By reason of the undersigned's knowledge and experience in financial and business matters in general and investments in particular, the undersigned is capable of evaluating the merits and risks of an investment in the Securities.

The undersigned is capable of bearing the economic risk of an investment in the
Securities. The undersigned fully understands the speculative nature of the Securities and the
possibility of such loss.


The undersigned's present financial condition is such that it is under no present or contemplated future need to dispose of any portion of the Securities to satisfy any existing or contemplated undertaking, need, or indebtedness.

Any and all certificates representing the Securities, and any and all
securities in replacement thereof or in exchange therefor, shall bear the following legend, which the undersigned has read and understands :

The shares represented by this Certificate have been acquired for investment and may not be sold or transferred unless the same are registered under the Security Act of 1933, or the company receives an option from counsel satisfactory to it that such registration is not required for sale or transfer or that the shares have been legally sold in broker transactions pursuant to Rule 144
of the Rules and Regulations of the Securities and Exchange Commission promulgated under the Securities Act of 1933

The undersigned further agrees that the Company shall have the right to issue
stop-transfer instructions to its transfer agent and acknowledges that the Company has informed the undersigned of its intention to issue such instructions.


Very truly yours,


.................................................................
( Signature )


..................................................................
( Date )


Number of shares issued ...................................................................







Name: ...................................................................




SS# :


...................................................................




Address :


..................................................................

No. Certificates :

...................................................................




Notice of disclaimer :


The information and statistical data contained herein have been obtained from sources which we believe to be reliable but in no way are warranted by us as to accuracy or completeness. We do not undertake to advise you as to any change in figures or our views. This is not a solicitation of any order to buy or sell. We, families, may have a position in and may from time to time purchase or sell any of the above-mentioned or related securities.


Corporate BY LAWS ( The Charter ) is currently not online in text form. This Charter can include amendments ratified by the board of manager (board of directors).


NON PUBLIC DRAFT V 0.3

DATE 01/13/02



ENDORSEMENTS