10QSB 1 af10qsb907.htm 10-QSB af10qsb907.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

 (Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2007

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD
FROM ______________ TO ______________


COMMISSION FILE NUMBER: 000-49676

ARTFEST INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)

 
Delaware
 03-0390855
(State or jurisdiction
(IRS Employer
of incorporation or organization)
Identification No.)

 
 
27758 Santa Margarita Parkway, # 281 Mission Viejo CA
92691
(Address of Principal Executive Offices)
(Zip Code)

Issuer's telephone number: 1-888-692-7833

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock

Check whether the Issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ ] No [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X]

As of November 15, 2007, the Registrant had 28,190,629 shares of common stock outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

 
-1-

 
Table of Contents

 
PART I.  
FINANCIAL INFORMATION   
     
 
Item 1.
Financial Statements
     
 
Item 2.  
Management's Discussion and Analysis and Plan of Operation
     
 
Item 3.  
Controls and Procedures.
     
 
PART II.
OTHER INFORMATION
     
 
Item 1.
Legal Proceedings
     
 
Item 2.
Unregistered Sales of Securities and Use of Proceeds
     
 
Item 3.
Defaults Upon Senior Securities
     
 
Item 4.  
Submission of Matters to a Vote of Security Holders
     
 
Item 5.
Other Information
     
 
Item 6.
Exhibits and Reports on Form 8-K
     
 
Signatures
 
     
 
CERTIFICATIONS
 

 
 
-2-


PART I - FINANCIAL INFORMATION

 

 
PAGE
   
   
ACCOUNTANT'S REVIEW REPORT
F-1 
   
FINANCIAL STATEMENTS
 
   
Balance Sheets
F-2
 
 
Statements of Operations
F-3
   
Statements of Cash Flows
F-4
   
Notes to Financial Statements
F-5
   


 
-3-

 
THOMAS BAUMAN
CERTIFIED PUBLIC ACCOUNTANT
4 SCHAEFFER STREET
HUNTINGTON STATION, NY 11746
Telephone (631) 427-4789     Fax (631) 424-3649



To the Board of Directors and Stockholders
Artfest International, Inc.
Mission Viejo, CA 92691
 
Report of Independent Registered Public Accounting Firm

I have reviewed the Balance Sheets of Artfest International, Inc. (A Development Stage Company) as of September 30, 2007 and 2006 and the related Statements of Operations, Stockholders= Equity, and Cash Flows for the periods then ended. These interim financial statements are the responsibility of the company=s management.

I conducted the review in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, I do not express such an opinion.
 
Based on my review, I am not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with US generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company has had limited operations and has not commenced planned principal operations.  The Company's financial position and operating results raise substantial doubt about its ability to continue as a going concern.  Management=s plan regarding those matters also are described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.




Thomas Bauman, C.P.A.
November 19, 2007
 
F-1-

 
 
ARTFEST INTERNATIONAL, INC.
(A Development Stage Company)
BALANCE SHEETS
(Unaudited)
 

   
September 30,
   
December 31,
 
   
2007
   
2006
 
Current Assets:
           
Cash
  $
829
    $
255
 
Prepaid Expenses
   
291
     
561
 
                 
Total Current Assets
   
1,120
     
816
 
                 
Property and Equipment, at cost less
               
accumulated depreciation
   
1,600
     
5,125
 
                 
TOTAL ASSETS
   
2,720
     
5,941
 
                 
                 
Current Liabilities:
               
Accounts Payable and Accrued Liabilities
  $
162,483
    $
110,882
 
Note Payable - Current Portion (Note 8)
   
8,315
     
18,806
 
Loans Payable (Note 8)
   
739,332
     
624,107
 
                 
TOTAL LIABILITIES
   
910,130
     
753,795
 
               
Stockholders' Equity:
               
Common Stock - $.00001 par value - 40,000,000
               
shares authorized, 28,190,629 and 28,000,629
               
shares issued and outstanding
   
198
     
198
 
Additional Paid-in Capital
   
264,490
     
264,490
 
Accumulated deficit
    (1,172,098 )     (1,012,542 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $
2,720
    $
5,941
 
                 
 
 
F-2-

 
 
ARTFEST INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
(Unaudited)
 
   
For the Three
   
For the Nine
 
   
Months ended
   
Months ended
 
 
 
September 30,
   
September 30,
 
                         
 
 
2007
   
2006
   
2007
   
2006
 
 
                       
Revenues
  $
-
    $
-
    $
-
    $
91,257
 
 
                               
Cost of Revenue
   
-
     
-
     
-
     
69,929
 
 
                               
Gross Profit (Loss)
   
-
     
-
     
-
     
21,328
 
 
                               
Sales, General and Administrative Expenses
   
50,752
     
19,315
     
159,465
     
180,921
 
 
                               
Net (Loss) From Operations
    (50,752 )     (19,315 )     (159,465 )     (159,593 )
 
                               
Other Income (Expense) , Net
   
-
     
-
      -       (17,573 )
 
                               
 
                               
(Deficit) - Development Stage
  $ (50,752 )   $ (19,315 )   $ (159,465 )   $ (177,166 )
 
                               
Weighted average number of common shares
                               
outstanding - basic and fully diluted
   
28,190,629
     
27,910,629
     
28,063,962
     
27,222,296
 
 
                               
Net (Loss) per share - basic and fully diluted
  $
0
    $
0
    $
0
    $
0
 
 
                               
 
 
F-3-

 
 
ARTFEST INTERNATIONAL, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
(Unaudited)
   
For the Nine
 
   
Months ended
 
 
 
September 30,
 
             
 
 
2007
   
2006
 
             
Cash Flows from Operating Activities:
 
 
   
 
 
Net Income (Loss)
  $ (159,465 )   $ (177,166 )
Adjustments to reconcile net (loss) to
               
net cash (used) by operating activities:
               
Depreciation
   
3,525
     
3,525
 
(Increase) Decrease in other assets
   
-
     
21,410
 
Increase in loan receivable
   
-
     
995
 
Increase in accounts payable and accrued expenses     51,601       15,613  
Increase in prepaid expenses
    270       (561 )
Net Cash (Used) by Operating Activities:
    (104,160 )     (136,184 )
 
               
Cash Flows From Investing Activities:
               
(Purchase ) Disposal of Equipment
   
-
     
30,114
 
Net Cash Used by Investing Activities:
   
-
     
30,114
 
 
               
Cash Flows From Financing Activities:
               
 
               
Issuance of Common Stock
   
-
     
-
 
Decrease in Notes payable
   
(10,492
   
2,267
 
Increase in loans payable
   
115,225
     
64,615
 
Increase in contributed capital
   
-
     
40,000
 
 
               
Net Cash Provided by Financing Activities:
   
104,733
     
106,882
 
 
               
Net Increase in Cash
   
574
     
812
 
 
               
Cash at Beginning of Period
   
255
     
878
 
 
               
Cash at End of Period
  $
829
    $
1,690
 
                 

F-4-

 
ARTFEST INTERNATIONAL, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
(Unaudited)
 
Note 1 - History and organization of the company
 
The Company was organized February 21, 2002 (Date of Inception) under the laws of the
state of Delaware to operate a retailing business through its wholly-owned subsidiary.
 
Note 2 - Accounting policies and procedures
 
Cash and cash equivalents
The Company maintains a cash balance in a non-interest-bearing account that currently does
not exceed federally insured limits. For the purpose of the statements of cash flows, all highly
liquid investments with an original maturity of three months or less are considered to be cash
equivalents. There were no cash equivalents as of September 30, 2007.
 
Fixed Assets
Property and equipment are recorded at historical cost. Minor additions and renewals are
expensed in the year incurred. Major additions and renewals are capitalized and depreciated
over their estimated useful lives. Depreciation is calculated using the straight-line method over
the estimated useful lives as follows:
 
Computer equipment
3 years
Office equipment
4 years

Property and Equipment consist of the following:

Office equipment
  $
15,928
 
Less-accumulated depreciation
   
(14,328
)
   
$
1,600
 

Impairment of long-lived assets
Long-lived assets held and used by the Company are reviewed for possible impairment
whenever events or circumstances indicate the carrying amount of an asset may not be
recoverable or is impaired. No such impairments have been identified by management
at September 30, 2007.
 
Revenue recognition
The Company recognized revenue and gains when earned and related costs of sales and
expenses when incurred.

Advertising costs
The Company expenses all costs of advertising as incurred. There were nominal advertising costs
included in selling, or general and administrative expenses in 2007 or 2006.
 
Loss per share
Net loss per share is provided in accordance with Statement of Financial Accounting Standards
No. 128 (SFAS # 128) "Earnings Per Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number of common shares
outstanding during the period. The Company had no dilutive common stock equivalents, such
as stock options or warrants as of September 30, 2007 or 2006.
 
Reporting on the costs of start-up activities
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-Up Activities", which
provides guidance on the financial reporting of start-up costs and organizational costs, requires
most costs of start-up activities and organizational costs to be expensed as incurred. SOP-98-5
is effective for fiscal years beginning after December 15, 1998. With the adoption of SOP-98,
there has been little or no effect on the Company's financial statements.
 
Estimates
The preparation of financial statements in conformity with generally accepted accounting
principles 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 revenue and expenses during the reporting
period. Actual results could differ from those estimates.
 
Fair value of financial instruments
Fair value estimates discussed herein are based upon certain market assumptions and pertinent
information available to management as of September 30, 2007 and 2006 respectively. The
respective carrying value of certain on-balance-sheet financial instruments approximated their
fair values. These financial instruments include cash and accounts payable. Fair values are
assumed to approximate carrying values for cash and payables because they are short term
in nature and their carrying amounts approximated fair values or they are payable on demand.
 
Income Taxes
Deferred income tax assets and liabilities are computed annually for differences between the
financial statement and tax basis of assets and liabilities that will result in taxable or deductible
amounts in the future based on enacted tax laws and rates applicable on the periods in which the
differences are expected to affect taxable income. Valuation allowances are established when
necessary to reduce deferred tax assets to the amount expected to be realized. Income tax
expense is the tax payable or refundable for the period plus or minus the change during the
period in deferred tax assets and liabilities.
 
 
 
F-5-

 
Segment reporting
The Company follows Statement of Financial Accounting Standards No. 130, "Disclosures
About Segments of an Enterprise and Related Information". The Company operates as a
single segment and will evaluate additional segment disclosure requirements as it expands its
operations.
 
Dividends
The Company has not yet adopted any policy regarding payment of dividends. No dividends
have been paid or declared since inception.
 
Recent pronouncements
In June 2001, SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and
Other Intangible Assets", were issued. SFAS No. 141 requires that all business combinations
initiated after June 30, 2001 be accounted for using the purchase method of accounting, and
that identifiable intangible assets acquired in a business combination be recognized as an assets
apart from goodwill if they meet certain criteria. The impact of the adoption of SFAS No. 141
on our reported operating results, financial position and existing financial statements
disclosure is not expected to be material.
 
SFAS No. 142 applies to all goodwill and identified intangible assets acquired in a business
combination. Under the new standard, all goodwill and indefinite-lived intangible assets,
include the acquired before initial application of the standard, will not be amortized but will
be tested for impairment at least annually. The new standard is effective for fiscal years
beginning after December 15, 2001. The impact of the adoption of SFAS No. 142 on our
reported operating results, financial position and existing financial statement disclosure is not
expected to be material.
 
In July 2001, SFAS No. 143, "Accounting for Asset Retirement Obligations", was issued
which requires the recognition of a liability for an asset retirement obligation in the period in
which it is incurred. When the liability is initially recorded, the carrying amount of the related
long-lived asset is correspondingly increased. Over time, the liability is accreted to its present
value and the related capitalized charge is depreciated over the useful life of the asset.
SFAS No. 143 is effective for fiscal years beginning after June 15, 2002. The impact of the
adoption of SFAS No. 143 on the Company's reported operating results, financial position
and existing financial statement disclosure is not expected to be material.
 
In August 2001, SFAS No. 144, "Accounting for the Impairment of Disposal of Long-lived
Assets", was issued. This statement addresses the financial accounting and reporting for the
impairment of disposal of long-lived assets and broadens the definition of what constitutes a
discontinued operation and how results of a discontinued operation are to be measured and
presented. The provisions of SFAS No. 144 are effective for financial statements issued for
fiscal years beginning after December 15, 2001. The impact of the adoption of SFAS No. 144
on our reported operating results, financial position and existing financial statement disclosure
is not expected to be material.
 
Stock-Based Compensation
The Company accounts for stock-based awards to employees in accordance with Accounting
Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees" and related
interpretations and has adopted the disclosure only alternative of SFAS No. 123, "Accounting
for Stock-Based Compensation". Options granted to consultants, independent representatives
and other non-employees are accounted for using the fair value method as prescribed by
SFAS No. 123.
 
Year end
The Company has adopted December 31 as its fiscal year end.
 
Note 3 - Going concern
 
The accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As shown in the accompanying financial statements, the Company
has incurred a net loss of $1,172,098 for the period from February 21, 2002 (inception) to
September 30, 2007. The future of the Company is dependent upon its ability to obtain financing
and upon future profitable operations from the development of its new business opportunities.
Management has plans to seek additional capital through a public offering of its common stock.
The financial statements do not include any adjustments relating to the recoverability and
classification of recorded assets, or the amount of the classification of liabilities that might be
necessary in the event the Company cannot continue in existence.
 
Note 4 - Income taxes
 
The Company accounts for income taxes under Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes" (SFAS No. 109), which requires use of the liability
method. SFAS No. 109 provides that deferred tax assets and liabilities are recorded based on
the differences between the tax bases of assets and liabilities and their carrying amounts for
financial reporting purposes, referred to as temporary differences. Deferred tax assets and
liabilities at the end of each period are determined using the currently enacted tax rates applied
to taxable income in the periods in which the deferred tax assets and liabilities are expected to
be settled or realized.
 
 
 
F-6-

 
 
The provisions for income taxes differs from the amount computed by applying the statutory
federal income tax rate to Income before provision for income taxes. The source and tax
effects of the differences are as follows:

U.S. federal statutory rate
   
34.00
%
         
Valuation reserve
   
34.00
%
         
Total
   
0.00
%

As of September 30, 2007, the Company has a net operating loss carryforward of approximately
$1,131,000 for tax purposes, which will be available to offset future taxable income.
This carryforward will expire in 2027.
 
Note 5 - Stockholders' Equity
 
The Company is currently authorized to issue 40,000,000 shares of its $0.00001 par value
common stock.
 
On November 19, 2002 the Company issued 19,685,000 shares of its .00001 par value
common stock as founders' shares to acquire 100% of the outstanding shares of Artfest, Inc.,
a Delaware Corporation for a net book value of $197. Artfest provides sales, marketing,
financial and e-commerce systems to the industries of Arts, Antiques, Collectibles and
Luxury Goods. The markets are serviced by artists, dealers, galleries, and manufacturers of
reproductions and luxury goods.
 
Note 6 - Warrants and options
 
As of September 30, 2007 and 2006, there were no warrants or options outstanding to acquire
any additional shares of common stock.
 
Note 7 - Related party transactions
 
Office space and services were provided without charge by the Chief Executive Officer.
Such costs are immaterial to the financial statements and, accordingly, have not been reflected
therein.
 
The officers and directors of the Company are involved in other business activities and may, in
the future become involved in other business opportunities. If a specific business opportunity
becomes available, such person may face a conflict in selecting between the Company and
their other business interest. The Company has not formulated a policy for the resolution
of such conflicts.
 
Note 8 - Loans and Notes Payable
 
On January 5, 2003, the Company purchased a 2002 Chevrolet Avalanche through GMAC
for $29,717. The note calls for a term of 5 years at a rate of 5.9% beginning on
February 24, 2003, and maturing on December 24, 2007.  As of the report date, the Company had
defaulted on the note and the vehicle was returned to GMAC for sale. GMAC has
sold the vehicle and credited the company with $10,491 leaving a balance due of $ 8,315.
 
The Company has $739,332 short term notes and loans payable to shareholders. The notes
call for varying interest rates ranging from 1% to 8% per annum, and contain a stock
payment option payable to the lender's discretion.
 
As of the report date, the Company is in default on all of its short term notes payable to
non-shareholder investors. Management has not formulated a repayment plan, and no
contingency plan has been established in the event that the lenders seek legal remedies.
 
 
 
 
F-7-

 

2. MANAGEMENT'S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION
 
Results of Operations

(a) Revenues
 
The Company did not generate Operating revenues for the nine months ended September 30, 2007 and recorded an operating loss of $159,465. Operating revenues for the quarter ended September 30, 2006 were $91,257 with an operating loss of $159,593.
 
(b) Costs and Expenses
 
 Selling, General and Administrative expenses of $50,752 decreased in the subject fiscal quarter compared to $19,315 for the year preceding. The decrease is primarily due to the reduction in expenses as the company reduced operations. Significant expenses in the current quarter consisted of $7,900 in accounting and professional fees related to financial reporting and compliance, 5,250 fees in developing our business model and operating plans, $17,650 in costs to develop the Company's website and $13,500 of interest accrued on notes and loans payable.

(c) Depreciation, Depletion and Amortization
 
Depreciation totaled $1,175 in 2007 and $1,175 in 2006. No depletion or amortization was charged during 2007 or 2006.

(e) Net Loss

The company had a net loss of $159,465 for the nine months ended September 30, 2007 compared to a net loss of $177,166 for the prior year nine month period. The decrease in net loss is the result of decreased operating costs.
 
Plan of Operation

Our current plan, in summary, as of September, 2007, is focused primarily on corporate and securities law considerations in completing a process of updating filings with both applicable state and Federal agencies, as needed, including the SEC, and related efforts. Management believes the success of the business, potential in the future, needs a stable foundation as a public company. The first part is compliance with laws and regulations, primarily updating and keeping current filings with the SEC which we have done, and next establishing the business as a “trading” entity upon some stock exchange or similar trading medium. At the same time, it is important to continue core business pursuits, such as operational improvements, and become a profitable business. We anticipate obtaining funding to address cash flow needs through private placements, loans and similar matters. Our plan is subject to many risks. No assurance of success can be given. We have, as of September, 2007, confirmed terms on a loan and related arrangements. We may experience additional funding from this source, with no guarantee, but also are subject to restrictions on obtaining other funding, and undertaking both corporate level and operations level actions while the agreement is in place. See Part III, Item 9, Loan Obligation and Management Restructuring, and other information, contained in the Company Form 10-KSB report for the fiscal year ended December 31, 2004, and subsequent filings and amendments, if any.

Forward Looking Statements

The foregoing Management’s Discussion and Analysis or Plan of Operation and comments elsewhere herein may contain “forward looking statements” within the meaning of Rule 175 under the Securities Act of 1933, as amended, and Rule 3b-6 under the Securities Act of 1934, as amended, or may be amended, including statements regarding, among other items, business strategies, continued growth in markets, projections, and anticipated trends in business and the industry in which it operates. The words “believe,” “expect,” “anticipate,” “intends,” “forecast,” “project,” and similar expressions identify forward-looking statements. These forward-looking statements are based largely on expectations and are subject to a number of risks and uncertainties, certain of which are beyond control. The Company cautions that these statements are further qualified by important factors that could cause actual results to differ materially from those in the forward looking statements, including, among others, the following: reduced or lack of increase in demand for products, competitive pricing pressures. In light of these risks and uncertainties, there can be no assurance that the forward-looking information contained herein will in fact transpire or prove to be accurate. We disclaim any intent or obligation to update “forward looking statements.”
 


 
-4-


PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS
 
Equity Securities Sold Without Registration

The following securities of our Company were sold without registration for the periods indicated:

Period
Shares Issued
Purpose
Amount Received
 
 
 
 
Q1 2005
2,100,000
Gifts / Services
- 0 -
Q2 2005
*
*
*
Q3 2005
50,000
Capital Contribution
$35,000
Q4 2005
10,000
Capital Contribution
$15,000
 
40,000
Gifts / Services
*
 
 
 
 
 
 
 
 
Q1 2006
132,000
Capital Contribution
$40,000
Q2 2006
*
*
*
Q3 2006
200,000
Services
- 0 -
Q4 2006
900,000
Prior Capital Contributions/Services
- 0 -
 
 
 
 
Q1 2007
*
*
*
Q2 2007
*
*
*
Q3 2007
190,000
Services
-  0 -
  
* - Indicates that there was no stock activity during the respective quarter.

 General Information
 
All of the above noted securities were issued directly by the Company, and no commissions or fees were paid in connection with any of these transactions. The transactions were private, and the Company endeavored to comply both with Regulation D, and also Section 4(2) of the Securities Act of 1933, as amended, as exemption(s) from registration. The Company gave the purchasers the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions and to obtain any additional information which the Company possessed or could acquire; the Company advised the purchasers of the limitations on resale, and neither the Company nor any person acting on its behalf sold the securities by any form of general solicitation or general advertising; and the Company exercised reasonable care to assure that the purchasers of the securities are not underwriters and were “accredited investors” under Regulation D and/or sophisticated investors.
 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

Not Applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

ITEM 5. OTHER INFORMATION.

None.
 
-5-

 

 
Exhibits.

Exhibits included or incorporated by reference herein are set forth in the attached Exhibit Index.
 
Form 8-K
 
None
 
-6-



In accordance with the requirements of the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned thereunto duly authorized.
 
     
  Artfest International, Inc.
 
 
 
 
 
 
Date: November 19, 2007 By:   /s/ Larry D. Ditto
 
  President
(principal executive officer and principal financial officer)

-7-


ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.



Number
 
 
 
Description
 
 
 
3.1   
 
3.2   
 
3.3
Articles of Incorporation [1]
 
Articles of Amendment of the Articles of Incorporation [3]
 
Bylaws [1]
 
10.1
 
10.2
Agreement and Plan of Reorganization, Soldnet, Inc. and Artfest, Inc. [2]
 
Loan Agreement (form) with Promissory Note (form), December, 2005 [3]
 
23.1**
 
31 **
 
32 **
 
     

Consent of Thomas Bauman C.P.A., Independent Registered Public Accountant
 
  
** Filed Herewith
[1] Incorporated by reference to the Company’s filed Form 10SB with the SEC, February, 2002.
[2] Incorporated by reference to the Company’s filed Form 8K with the SEC, November, 2002.
[3] Incorporated by reference to the Company’s filed Form 10KSB with the SEC, for the year ended December 31, 2002.
 

 
-8-