X0202 3 2004-05-28 0 0001138586 NATIONAL BUSINESS HOLDINGS INC NTLB 0001291363 Pawson Roger E 4878 RONSON COURT SAN DIEGO CA 92111 1 1 1 0 SOLE OFFICER COMMON STOCK 3100000 D On May 28, 2004, National Business Holdings, Inc., a Florida corporation ("National" or the "Company"), executed an Agreement for the Exchange of Common Stock (the "Agreement") whereby the Company acquired one hundred percent (100%) of all the outstanding shares of common stock ("Common Stock") of Shava, Inc., a Nevada corporation ("Shava"), from Roger E. Pawson, Shava's sole officer, director and shareholder. Pursuant to the Agreement, Mr. Pawson tendered to the Company all issued and outstanding shares of common stock of Shava, Inc. in exchange for 3,100,000 shares of common stock of the Company. The Acquisition is intended to qualify as a reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended ("IRC") and is being accounted for as a reverse acquisition. The total issued and outstanding common stock of the Company after effecting the Share Exchange Agreement is 3,484,831. /s/ ROGER E. PAWSON 2004-08-11