8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 22, 2005
(September 13, 2005)

Commission File # 0-33473

MOLIRIS CORP.

(Exact name of registrant as specified in its charter)

FLORIDA
(State or other jurisdiction of incorporation or organization)

06-1655695
(IRS Employer Identification Number)

8500 STEMMONS FREEWAY, SUITE 5050
DALLAS, TEXAS 75247
(Address of principal executive offices) (Zip Code)

(214) 357-5100
(Registrant’s telephone no., including area code)

(Former name, former address and former fiscal year,
if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

TABLE OF CONTENTS

Exchange Agreement

Memorandum of Association of Digifonica

Articles of Association of Digifonica

Excerpts from the Memorandum Defining the Rights of Holders

Subsidiaries of Digifonica

Item 2.01. Completion of Acquisition of Assets.

The acquisition of all of the issued and outstanding capital stock of Digifonica (International) Limited, a Gibraltar corporation (“Digifonica”) was completed on September 13, 2005 by Moliris Corp. (the “Company”). The Company acquired all of the issued and outstanding capital stock of Digifonica, ten million shares of the capital stock, £0.01 par value per share (the “Digifonica Shares”) in exchange for ten million shares of newly issued common stock, $0.001 par value, of the Company (the “Common Stock”), making Digifonica a wholly owned subsidiary of the Company.

The Digifonica Shares were acquired from the following persons and entities in the amounts listed in the table below:

	Number Of Shares
Shareholder Name	Transfered
Clay Perreault		1,852,500
Olexandr Krapyvny		538,750
Steven Nicholson		532,500
Rod Thomson		247,500
Fuad Arafa		247,500
Emil Bjorsell		247,500
Grzegorz Jaskiewicz		151,250
Emil Malak		932,500
Roymar Limited		500,000
Tookie Angus		450,000
Stephen Moses		50,000
Emil Malak, Clay Perreault and Gordon Blankstein		2,150,000
Quest Ventures Ltd.		8,400
Middlemarch Partners Limited		70,735
Brian Bayley		20,865
Gordon Blankstein		500,000
Yvonne Blankstein		500,000
Rob Blankstein		1,000,000
Total		10,000,000

The following information is included because the Company was a shell company immediately before the consummation of the acquisition of the Digifonica Shares.

PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL INFORMATION ABOUT DIGIFONICA

Digifonica is a Gibraltar corporation and was formed in September of 2004. It has two wholly owned subsidiaries, Digifonica Canada Limited, a British Columbia corporation and Digifonica Intellectual Property Limited, a Gibraltar corporation. As of September 20, 2005, Digifonica and its subsidiaries had 22 employees, all of whom were full-time employees.

BUSINESS OVERVIEW

Digifonica has designed and built a next-generation, converged voice and data network from the ground-up. This process started with a confederation of an engineering development team over two years ago, which ultimately became Digifonica in June of 2004. The development team has coded many modules and integrated others to make a fully inter-operational, standards-based IP network, which is built on the most up-to-date innovative SIP technology. Digifonica has taken advantage of many new developments in the field of Voice over Internet Protocol (“VoIP”) at a speed, a cost and with flexibility not available to competitive service providers.

Digifonica has designed an integrated web portal that allows smaller resellers the capability to access the Digifonica network online; eliminating the need for complex sales and marketing organization. The process is seamless for the reseller and cost effective for Digifonica. Larger tier providers, such as multinational telecommunications providers, are target marketed and direct sales are handled by existing corporate executives with the support of the Engineering and Technical Teams. The sales cycle for larger tier providers is more arduous; however, sales are incrementally larger.

Digifonica provides a complete telephone company solution over broadband in a fully hosted manner and is global in its service delivery vision. Digifonica is a new generation global wired and wireless telephone company specializing in Voice and Video over Internet Protocol (“VVoIP”) products and solutions. The company has exclusive rights to the technology designed by its wholly owned subsidiary, Digifonica Intellectual Property Limited (“DIP”), a software and telecommunications engineering group that has created a unique set of hardware and software solutions for the deployment of telephone services. The products, services and tools developed by Digifonica provide internet service providers, cable companies, competitive telephone companies, affinity groups and retail resellers a suite of global, next-generation internet voice & video solutions for commercial and residential users. Through its exclusive licensing agreement with DIP, Digifonica offers a number of core technology solutions that are ideally suited to developing a number of business opportunities.

TECHNOLOGY — NETWORK ARCHITECTURE

Digifonica has implemented a high availability Internet transit network infrastructure deployed within secure first class co-location facilities globally. Digifonica designed the network architecture to accommodate scalability, load spikes and fail-over redundancy. The network can be scaled for regional demand increases by adding computing hardware into our Internet points of presence. Geographic demand shifts are accommodated by replicating these access points globally as necessary depending on the load of the system and quality of data services in each area.

The Digifonica network architecture is designed around the deployment of “Super Nodes” and “Mini Nodes” that serve as global route points. The “Super Nodes”, or Typical Continental Operations Centers, route traffic between continents and are placed directly on top of major fiber optic transmission points around the world and connect to multiple first class voice and data carriers. These Super Nodes also contain fully replicated accounting and authentication data plus additional applications.

The “Mini Nodes”, or typical Regional Operations Centers, perform country or regional amalgamation of voice traffic, and act as voice/data proxy points to collect and redirect voice traffic from the regions of our network directly into our Super Node network. Geographical expansion is deployed according to anticipated traffic patterns and best route analysis.

Digifonica’s core network architecture design is composed of five Continental Super Nodes connected by multiple fiber connections.

PRODUCTS AND SERVICES

The Services of Digifonica are broken down into various categories but can be roughly described as RESIDENTIAL services, COMMERCIAL Services, TOLL BYPASS services, and GLOBAL ARBITRAGE/CARRIER services. These service bundles are differentiated by number of lines per account, typical usage patterns, and in the case of Arbitrage/Carrier Services, a backfill/opportunity component, where excess capacity is used to drive up traffic volumes to increase profits and reduce wholesale costs “on Net” for the rest of our service offerings.

Digifonica’s wholesale marketing strategy offers proprietary digital local and long distance telephone services to channel partners desiring to leverage their brand, expand their product portfolio, generate ongoing revenues and profits while maintaining high customer retention rates. Digifonica’s Service offering is composed of the four primary components described below:

1. VoIP and VCoIP Network Infrastructure

Digifonica has developed a proprietary “converged” voice and data network using the session initiated protocol (“SIP”) standard. The Company owns and operates the core routers and the switching and server equipment that provides converged network protocol translation, load balancing, network traffic and voice traffic management, authentication and application services.

The Digifonica technical solutions and core network components are designed to scale according to demand by adding hardware into our Points of Presence (“POP”), and by replicating these access points globally as the load on the system increases, ensuring maximum quality of data services to each area. Our POP architecture is designed around the deployment of “Super Nodes” and “Mini Nodes” that serve as global route points. We have technical support and management systems on-site at major network nodes. In minor locations we will establish interconnected service level agreements and off-site network management systems. The network, although it will be used primarily for VoIP voice traffic initially, is designed and scales to full Video Conferencing over IP (“VCoIP”).

2. eBusiness Operational Support Infrastructure

Digifonica also owns and operates network monitoring, Tier 2 support, and e-commerce operational support engines and services. These services provide converged voice and data quality of service, broadcast alerts, trouble ticketing, inventory management, VoIP Access Device authorization and billing data. Our e-commerce support engines are accessible through an Internet based extranet.

3. VoIP Access Devices

As Digifonica’s core business is providing custom telephone and converged voice solutions, we utilize a number of technologies and devices. These devices range from single port VoIP gateways and business telephone handsets for small business solutions, to cellular wireless telephone and large VoIP gateways with up to 3000 telephone lines per chassis. By creating solutions across all of these business segments, Digifonica can provide dial tone and enhanced business telephone services anywhere on earth at costs that are fractions of what businesses currently pay. Our low-density solutions also provide for the installation of dial tone to underserved or rural communities around North America and the globe.

4. Enhanced Service Portfolio

Digifonica also offers a variety of enhanced services designed to meet the needs of each market; such as unified messaging services. This service supports all three messaging systems (voice, fax, and email), and provide gateways between them. This service will allow end-users to have a single number that routes globally to “find” the person wherever they may be, and to unify voice mail services in such a way that voice messages and faxes can be retrieved, forwarded, or even sent by email or other methods around the globe. Additional services include firewall protection, teleconferencing and advanced voicemail.

MARKETING STRATEGY

Digifonica’s plan is to leverage the VoIP technologies through a wholesale or “white label” marketing strategy with numerous resellers to deploy its telephone services globally. We will not compete with our partner by selling to its customers or members directly. We

enable our partners to become full service telecommunications providers under their own banner. The products, services and tools developed by Digifonica provide internet service providers, cable companies, competitive telephone companies, affinity groups and retail resellers a suite of global, next-generation internet voice and video solutions for commercial and residential users.

Digifonica’s marketing approach to date has been to lever off its board of directors and advisors, many of whom have extensive, long term high level contacts in the telephone industry. Digifonica’s approach to the market is two-pronged. The first segment is to partner with national telecom companies outside North America and Western Europe. These joint venture partners will, in turn, work with Digifonica to offer its services through channel partner resellers in their respective countries. Under this model, the joint venture partner is responsible for the capital costs required for purchase and installation of mini- and micro-nodes in their respective countries.

Digifonica is actively pursing joint venture partnerships in Asia. Currently Digifonica has a pending joint venture with a China based telecommunications company. Under the current terms, Digifonica will own 49% of the joint venture once it becomes fully licensed and operational.

The second prong of the marketing strategy is to contract with reseller channel partners such as retail distributors, affinity groups and broadband marketers. Digifonica plans to enter into contracts with local exchange carriers to market VoIP services to ethnic affinity groups in Canada.

TARGET MARKETS FOR RESELLERS

VoIP Internet-based technology reduces the cost of basic telephone service by from 30% to 70% depending on the specific market reference. Using this technology, long distance rates are a fraction of what most traditional telephone companies charge their customers and well below alternative carriers such as calling card companies. The target markets for Digifonica resellers consist of the following:

1. Basic Home & Small Office Telephone Services

This basic feature set includes dial tone provisioning over broadband data networks and features the standard set of North American options for service including caller id, call forwarding, call blocking, voicemail, local dialing and long distance.

2. Corporate IP Centrex Services

These services provide enhanced dial tone and telephone services to small and medium size enterprises. These products replace the traditional PBX or Key Systems typically found in these businesses, providing costs savings in both hardware and telephone charges while giving enhanced services not offered by traditional telephone companies. Services such as unified messaging, conference calling, automated, telephone activity presentment for remote telephone-workers will be offered.

3. Hotel and Multiple Dwelling Unit (High Rise Apartments) Telephone Services

These services provide enhanced telephone services at significant cost savings to the building operators, creating additional revenue opportunities. Products are added to the telephone rooms of these buildings that augment or fully replace the telephone company services. It is anticipated that cost savings will be dramatic and result in new revenue streams for the building owner and new services to the tenants. It is anticipated that the savings and corresponding revenue opportunities in this environment will be up to an approximately 75% discount from local North American telephone companies.

4. Rural Telephone Solutions

In areas that are underserved or technically impractical under existing legacy telephone technologies, Digifonica plans to provide solutions utilizing wireless and satellite technologies to provide basic and enhanced communications solutions. VoIP presents an opportunity due to its highly compressed and manageable technology characteristics to lower the barriers to entry for fixed and mobile telephone services. In many cases, fixed home telephone services can be offered at a fraction of the cost of even cellular systems in rural communities. Digifonica is developing products based on VoIP and Mesh wireless technologies that promise to open up robust high speed wireless networks with telephone services at prices significantly cheaper than cellular or land line solutions in rural areas.

5. Global VoIP and Carrier Telephone Traffic Arbitrage and Transit Services.

VoIP has significant benefits for traditional global telecommunications services. Packetizing and prioritizing telephone voice traffic onto data networks can achieve significant cost savings and enhanced service quality. Due to the rapidly changing landscape in deploying VoIP services there have been some recent developments in the carrying or transiting of this traffic globally due primarily to SIP technology. By using SIP, quality can be significantly enhanced; the challenge is that it is not inherently compatible with the existing standards of VoIP using a legacy protocol called H323. Digifonica’s technology translates the new technology and the old technology in real time, thus providing a “bridge” technology between the two standards of VoIP transit. These services provide some unique high volume revenue sources for the transit and termination of millions of minutes per month of long distance traffic globally to traditional telephone carriers and emerging VoIP service companies.

COMPETITION

Digifonica was built and designed on providing a global network for the purpose of providing wholesale telecommunications services. Digifonica is not a blend of retail & wholesale like many providers. Most other providers do not offer a wholesale solution. Most of the current providers primarily are selling VoIP to their current customers. The true VoIP providers like Skype, Vonage, Google and Yahoo are concentrating on gathering single consumers. Digifonica is the only VoIP provider that can effectively offer service anywhere. You can obtain new customers or members and insure that ‘all’ your customers or members are afforded the same benefits regardless of where they may reside.

The true competitors listed above in the VoIP arena are significantly larger in size, have more capital resources and have been in the market much longer than Digifonica. Consequently, Digifonica is at a disadvantage when competing with these firms and others that have substantially greater financial and management resources and capabilities than Digifonica.

RESEARCH AND DEVELOPMENT

Since its inception in September of 2004 through June 30, 2005, Digifonica has spent approximately $168,000 on research and development. Due to competitive factors these expenses are not passed on to the customer directly.

ENVIRONMENTAL MATTERS AND GOVERNMENTAL REGULATION

Our operations are subject to evolving federal, provincial, state and local environmental laws and regulations related to the discharge of materials into the environment. Our business does not produce harmful levels of emissions or waste by-products. However, these laws and regulations would require us to remove or mitigate the environmental effects of the disposal or release of substances at our location should they occur. Governmental authorities may enforce the laws and regulations with a variety of civil and criminal enforcement measures, including monetary penalties and remediation requirements. We do not anticipate the costs of compliance with these environmental laws to be significant or to affect our business in any material manner. We are not aware of any area of non-compliance with federal, provisional, state or local environmental laws and regulations.

Currently, the state of world-wide governmental regulation of the industry is evolving. Digifonica believes that compliance with any future regulation of the industry applicable to it will not result in significant expenses or a loss of business opportunities for Digifonica.

ITEM 2. PLAN OF OPERATION

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

The following is a discussion of our financial condition, results of operations, liquidity and capital resources. This discussion should be read in conjunction with our audited financial statements and the notes thereto included elsewhere in this Form 8-K.

Some of the statements under “Description of Business,” “Risk Factors,” “Management’s Discussion and Analysis or Plan of Operation,” and elsewhere in this Report and in the Company’s periodic filings with the Securities and Exchange Commission constitute forward-looking statements. These statements involve known and unknown risks, significant uncertainties and other factors what may cause actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, those listed under “Risk Factors” and elsewhere in this Report.

In some cases, you can identify forward-looking statements by terminology such as “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms or other comparable terminology.

The forward-looking statements herein are based on current expectations that involve a number of risks and uncertainties. Such forward-looking statements are based on assumptions that the Company will obtain or have access to adequate financing for each successive phase of its growth, that there will be no material adverse competitive or technological change in condition of the Company’s business, that the Company’s President and other significant employees will remain employed as such by the Company, and that there will be no material adverse change in the Company’s operations, business or governmental regulation affecting the Company. The foregoing assumptions are based on judgments with respect to, among other things, further economic, competitive and market conditions, and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the Company’s control.

Although management believes that the expectations reflected in the forward-looking statements are reasonable, management cannot guarantee future results, levels of activity, performance or achievements. Moreover, neither management nor any other persons assumes responsibility for the accuracy and completeness of such statements.

PLAN OF OPERATION

Digifonica’s plan for the current year is to expand its global reach by the additional deployment of nodes in geographically strategic points around the globe. Current Super Node deployment in London, UK and Vancouver, Canada and access to global fiber networks currently provides Digifonica with access to many of the world’s telecommunications markets. Three additional Super Nodes are strategically planned to be placed on fiber interconnection points globally. Theses Super Nodes will connect to multiple networks providing redundancy. These Super Nodes manage and route telephone traffic in the most efficient manner ensuring quality of service and optimal routing. In addition to the Super Node deployment, Digifonica intends to deploy a combination of mini- and micro-nodes in certain regions and as customer loads require.

In addition to the deployment of infrastructure nodes, Digifonica plans to release version 2.0 of its current software sometime in 2005 augmenting the scalability, redundancy and robustness of the service platform. Digifonica believes that to fund such expansion and development additional funding will be required. Digifonica intends to satisfy any additional funding required by seeking additional equity infusions and by use of debt instruments, as necessary, however, no assurance can be given that either opportunity will be available to Digifonica, or, if available, will be on terms acceptable to Digifonica.

Digifonica will strengthen and augment the engineering team as required to ensure seamless network expansion. The company intends to add to the compliment of the engineers tasked with coding, developing and testing version 2.0 of the software, and the overall implementation of software version 2.0 onto the existing Super Nodes and those to be deployed in the coming year. In addition, the company plans to develop additional value added services to the core VoIP platform, such as conference calling capabilities, which will require additional engineering staff and associated administrative personnel.

ITEM 3. DESCRIPTION OF PROPERTY

Digifonica has an office lease covering approximately 49,000 square feet located at 4710 Kingsway, Burnaby, British Columbia, Canada, at a cost of $8,293 per month Canadian. This lease expires in December of 2009. Digifonica also has an oral sublease for an office located at 999 West Hastings Street, Suite 550 Vancouver, British Columbia, Canada.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Based upon the share exchange that occurred on September 13, 2005, each person known to us to be the beneficial owner of more than five percent of the outstanding shares of the Company’s Common Stock, each director, each executive officers and all directors and executive officers as a group of Digifonica, owned beneficially as of September 13, 2005, the number and percentage of outstanding shares of Common Stock of the Company indicated in the following table. All of the capital stock of Digifonica is owned by the Company as a result of the share exchange.

(1)	(2)	(3)		(4)
	Name and	Amount and
Title of Class	Address of Beneficial Owner	Nature of Beneficial Owner		Percent of Class
Moliris Common Stock	Clay Perreault 4710 Kingsway Burnaby, B.C., Canada	5,202,500(1) Direct			25.1	%
Moliris Common Stock	Emil Malak 4710 Kingsway Burnaby, B.C., Canada	4,282,500(1) Direct			20.6	%
Moliris Common Stock	W. Gordon Blankstein 4710 Kingsway Burnaby, B.C., Canada	2,726,500(1) Direct			13.1	%
Moliris Common Stock	Rob Blankstein 4710 Kingsway Burnaby, B.C., Canada	1,575,500(2) Direct			7.6	%
Moliris Common Stock	Clyde R. Parks 8500 Stemmons Freeway, Suite 5050 Dallas Texas 75247	1,424,600(3)			6.87	%
Moliris Common Stock	Steve Nicholson 4710 Kingsway Burnaby, B.C., Canada	532,500 Direct			2.56	%
Moliris Common Stock	Rod Thomson 4710 Kingsway Burnaby, B.C., Canada	247,500 Direct			1.2	%
Moliris Common Stock	Emil Björsell 4710 Kingsway Burnaby, B.C., Canada	247,500 Direct			1.2	%
Moliris Common Stock	Fuad Arafa 4710 Kingsway Burnaby, B.C., Canada	247,500 Direct			1.2	%
Moliris Common Stock	Grzegorz Jaskiewicz 4710 Kingsway Burnaby, B.C., Canada	151,250 Direct			*
Moliris Common Stock	All directors and officers as a group (10)		10,862,350		52.4	%

*	Less than one percent
(1)	Includes 2,150,000 shares held as tenants in common
(2)	Includes 276,500 shares held in trust for the benefit of Charlie Blankstein
(3)	Includes 24,600 shares held by a corporation wholly owned by Clyde Parks, the balance of these shares are held directly.

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Set forth below is the name, age, years of service and positions of the executive officers and directors of Digifonica as of September 13, 2005.

Name	Age		Position	Years
Emil Malak		53	Chairman	Since 2004
Mike Bowerman		58	Director, President and Chief Operating Officer	May, 2005
Clay Perreault		39	Director and Chief Technology Officer	Since 2004
W. Gordon Blankstein		54	Director	September, 2005

The Directors serve until their successors are elected by the stockholders. Vacancies on the Board of Directors may be filled by appointment of the majority of the continuing directors. The executive officers serve at the discretion of the Board of Directors. The Directors named above will serve until the next annual meeting of the stockholders of the Company in the year 2005. Directors will be elected for one-year terms at each annual stockholder’s meeting.

All officers and directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified. There are no agreements with respect to the election of Directors. We have not compensated our Directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of Directors. Officers are appointed annually by our Board of Directors and each Executive Officer serves at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay Directors’ fees and reimburse Directors for expenses related to their activities.

None of our Officers and/or Directors have ever filed any bankruptcy petition, been convicted of or been the subject of any criminal proceedings or the subject of any order, judgment or decree involving the violation of any state or federal securities laws.

BOARD OF DIRECTORS

Emil Malak, 53 — Chairman

Mr. Malak is currently the Chairman of Digifonica, a worldwide telecommunications network provider, that usesVOIP globally. In addition, Mr. Malak is Chairman of Albonia, Limited; an environmental technology company focused on waste, air purification and water production. Mr. Malak has extensive experience in real estate and restaurant development and management. Mr. Malak has written a musical operetta, a second world war novel and an animation series for children. He has obtained a Higher National Diploma (HND) in Hotel Administration from Hollings Faculty, Manchester, UK (1975) and was a guest lecturer at Sheffield Polytechnic, UK.

Mike Bowerman, 58 — President, Chief Operating Officer

A senior-level professional with over 30 years in the telecommunications industry including broad business development and management experience gained through tenures with, among others, Hutchison Telecom, Philips Industries and Orange Cellular, Europe. Prior to joining Digifonica, Mr. Bowerman was with the Rok Entertainment Group as Business Development Director where he managed senior relationships with all major European mobile networks to deliver partnership revenue opportunities. He earned his HNC qualifications in Business and Marketing in the United Kingdom.

Clay Perreault, 39 — Director and Chief Technology Officer

Clay has management and hands on technical experience in designing and deploying voice and data solutions globally for over 15 years. Clay has won awards such as Young Entrepreneur of the year by the Federal Business Development Bank of Canada, has been invited and has traveled with Canadian Government officials (Foreign Affairs, and National Research Council) to other countries representing Canadian Telecom technologies and has been responsible for starting over 11 high technology enterprises over the past 15 years on three continents.

W. Gordon Blankstein, 54 — Director

W. Gordon Blankstein is currently a member of the board of directors of Genco Resources, Ltd., a publicly-traded mining company and has been since 2002. He is also Director of Tribeworks, Inc., a publicly-traded software company. From 1997 through 2002, Mr. Blankstein was Chairman and Chief Executive Officer of Global Light Telecommunications, Inc., an American Stock Exchange-listed company. Mr. Blankstein obtained a B.Sc. (Agri.) from the University of British Columbia in 1973 and an MBA from the University of British Columbia in 1976.

EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

Jaakko Soininen, 38 — Vice President Operations

Jaakko Soininen received his Bachelor of Business Administration (BBA) from Simon Fraser University in 1992. From 1993 to 1995 he designed and developed management information systems at Westech Information Systems Inc., Vancouver, B.C., Canada. In 1997, Mr. Soininen received his Master of Applied Science, Engineering (MaSC) from University of Waterloo. From 1996 to 2000 Jaakko was employed by Comptel Corporation, Helsinki, Finland. Having positions as Project Management (responsible for deliveries of Comptel’s products to multiple telecommunication operators in North America) and Department Manager (responsible for all marketing, sales and partnership activities in the region while also managing and a team of professionals involved in the delivery of Comptel’s solutions in North and South America). In 2000, Mr. Soininen was assigned to be the Managing Director of Comptel Communications, Inc, Arlington, Virginia, USA a subsidiary of Comptel Corporation.

Steve Nicholson, 39 — Director of Operations

Electrical Engineer, 15 years of experience in the provision of wireless and wire line data services globally depending on his electronics and communications training from the New Zealand Air force, and IT project management experience in major corporations such as Marks and Spencer UK, British Petroleum and others.

Emil Björsell, 25 — System Architect

Emil joined the engineering development team in the spring of 2004 as one of the lead software developers. His skill in developing new software in banking and credit card systems, Voice over IP PBX software, working with the unix and linux operating systems, formal training network security systems in Ireland, and electronics circuit board manufacture in Sweden are all key talents in his position in the company.

Fuad Arafa, 35 — Senior Software Developer

Fuad is one of the more recent talents added to the engineering development team in May of 2004, shortly before the formation of Digifonica. He brings with him a wealth of knowledge in four of the major applications used in Internet service deployment today namely Linux, Apache, MySQL and PHP. He combines this extensive knowledge with excellent design and software development skills to create the company’s web enabled services.

Benjamin Tam, 54 — Director of Finance

Benjamin has been a Certified General Accountant since 1978 and has over 30 years of management, finance and accounting experience. During the last nine years he has been a public accountant and consultant to a number of client in various industries. Prior to 1996, he spent nine years as Chief Financial Officer for a publically traded high-tech company listed on the Vancouver Stock Exchange and NASDAQ Over-the-Counter.

Rod Thomson, 47 — Director of Research and Development

Professional Manager of research and development in software systems with ten years experience in Unified Communications, VoIP and digital telephony. Rod combines his technical knowledge of UNIX, and Linux operating systems; technology protocols such as SIP, H.323, OSP, LDAP; Internet applications such as IMAP, and ENUM to create innovative solutions. Rod is tasked in Digifonica to lead focused software development teams with a mandate to innovate and create new VoIP solutions for our customers.

FAMILY RELATIONSHIPS

None

CERTAIN LEGAL PROCEEDINGS

No director, nominee for director, or executive officer of the Company has appeared as a party in any legal proceeding material to an evaluation of his ability or integrity during the past five years.

ITEM 6. EXECUTIVE COMPENSATION

The following table shows for the year ending December 31, 2004, and the period from January 1, 2005 through September 15, 2005, the annualized compensation awarded or paid by Digifonica to its Chief Executive Officer and the four most highly compensated executive officers of Digifonica receiving compensation in excess of $60,000, of which there are only three (the “Named Executive Officers”):

SUMMARY COMPENSATION TABLE

						Long Term Compensation
		Annual Compensation				Awards		Payouts
(a)	(b)	(c)		(d)	(e)	(f)	(g)	(h)	(i)
						Restricted	Securities
Name and					Other Annual	Stock	Underlying	LTIP	All Other
Principal		Salary		Bonus	Compensation	Award(s)	Options/SARs	Payouts	Compensation
Position	Year	($)(1)		($)	($)(1)	($)	(#)	($)	($)
Michael Bowerman,	2005	£	180,000	—	—	—	—	—	—
CEO	2004		—	—	—	—	—	—	—
Jaakko Soininen,	2005		120,000	—	—	—	—	—	—
VP—Operations	2004		—	—	—	—	—	—	—
Benjamin Tam,	2005		72,000	—	—	—	—	—	—
Director of Finance	2004		—	—	—	—	—	—	—
Clay Perreault,	2005		60,000	—	17,868	—	—	—	—
CTO	2004		—	—	4,975	—	—	—	—

(1) In Canadian dollars, except where noted as British pounds Sterling.

No Stock Options or SAR Grants were granted in 2004 or to date in 2005 and none are outstanding.

EMPLOYMENT AGREEMENTS

Digifonica has no employment agreements with any officer or director of Digifonica. Mr. Clay Perreault has an employment agreement with DIP, which is anticipated to be terminated and replaced by an employment agreement with Digifonica in the near future. In addition, employment agreements with all other officers are being prepared but have not been executed as of the date of this report.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None

ITEM 8. DESCRIPTION OF SECURITIES

Digifonica is authorized to issue 10 million shares of capital stock, with a par value of $0.01 per share. Each share of capital stock has one vote. Stockholders do not have a right to cumulate their votes.

There are no fixed rights to dividends on the capital stock. Dividends maybe paid in cash, stock, or otherwise as determined by the Board of Directors from funds lawfully available for such distributions. The stockholders do not have any preemptive rights. All shares of capital stock when issued shall be fully paid and shall be non-assessable.

PART II

ITEM 1. MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no public market for the capital stock of Digifonica and there are no outstanding options or warrants to purchase, or securities convertible into, the capital stock of Digifonica. The capital stock of Digifonica is held of record by one stockholder, the Company.

None of the capital stock of Digifonica is eligible for sale pursuant to Rule 144 under the Securities Act and neither Digifonica nor the Company has agreed to register th offer and sale of any of the capital stock of Digifonica under the Securities Act for sale by security holders.

DIVIDENDS.

Digifonica has not declared any cash dividends on its capital stock since its inception in 2004. The future payment by Digifonica of dividends, if any, rests within the discretion of its Board of Directors and will depend upon Digifonica’s earnings, if any, capital requirements and financial condition, as well as other relevant factors.

ITEM 2. LEGAL PROCEEDINGS

From time to time Digifonica may become subject to proceedings, lawsuits and other claims in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. However, Digifonica is not involved in any legal proceedings as of the date of this Report

ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None.

ITEM 4 RECENT SALES OF UNREGISTERED SECURITIES

The following sets forth unregistered sales of securities by Digifonica during the period from its inception in 2004 through the date of this Report:

On June 11, 2004, Digifonica received proceeds for the private placement of 10,000,000 shares of its capital stock (the “Shares”). The Shares were subscribed for by 17 investors. No underwriter, placement agent, or finder is involved in the transaction. Digifonica is relying on the exemptions from registration provided by Section 4(2) and Section 4(6) and Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”) for this transaction with respect to the United States citizens involved in the transaction and the comparable exemptions under Canadian and United Kingdom laws for the Canadian and United Kingdom citizens involved in the transaction.

ITEM 5. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Digifonica’s constituent documents provide for the indemnification of every director, secretary, agent or other officer out of the assets of Digifonica against all losses or liabilities that he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in his favor or in which he is acquitted and that no director or other officer will be liable for any loss or damage incurred by Digifonica in the execution of the duties of his office or in relation thereto.

PART F/S

See “Item 9.01. Financial Statements and Exhibits” below.

PART III

ITEM 1. INDEX TO EXHIBITS

Exhibit	Description of Exhibit
2.1	Exchange Agreement among the Company, Digifonica and the shareholders of Digifonica, dated as of April 25, 2005
3.1	Memorandum of Association of Digifonica
3.2	Articles of Association of Digifonica
4.1	Excerpts from the Articles of Association of Digifonica defining the rights of holders
21.1	Subsidiaries of Digifonica

ITEM 2. DESCRIPTION OF EXHIBITS

Exhibit	Description of Exhibit
2.1	Exchange Agreement among the Company, Digifonica and the stockholders of Digifonica, dated as of April 25, 2005
3.1	Memorandum of Association of Digifonica
3.2	Articles of Association of Digifonica
4.1	Excerpts from the Articles of Association of Digifonica defining the rights of holders
21.1	Subsidiaries of Digifonica

Item 3.02. Unregistered Sales of Equity Securities.

The Company issued ten million shares of its Common Stock, $0.001 par value, on September 13, 2005 in exchange for the Digifonica Shares. No underwriter, placement agent, or finder is involved in the transaction. The Company is relying on the exemptions from registration provided by Section 4(2) and Section 4(6) and Rule 506 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”) for this transaction. Each investor represented to the Company in writing that they were an “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Act.

Item 5.06. Change in Shell Company Status.

The acquisition of all of the issued and outstanding capital stock of Digifonica (International) Limited, a Gibraltar corporation (“Digifonica”) was completed on September 13, 2005 by Moliris Corp. (the “Company”). The Company acquired ten million shares of the capital stock, £0.01 par value, of Digifonica (the “Digifonica Shares”) in exchange for ten million shares of newly issued Common Stock, $0.001 par value, of the Company, making Digifonica a wholly owned subsidiary of the Company.

Item 9.01 Financial Statements and Exhibits.

(a)   Financial Statements of Business Acquired;

(1) Consolidated Financial Statements

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Corporation)
For the Period September 9, 2004 (Date of Inception) to December 31, 2004
Expressed in Canadian Dollars

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheet

Consolidated Statement of Operations

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

Consolidated Statement of Cash Flows

Notes to Consolidated Financial Statements

(2) Consolidated Financial Statements

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Corporation)
For the six months Ended June 30, 2005 and the year ended December 31, 2004
Expressed in US Dollars

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheet

Consolidated Statement of Operations

Consolidated Statement of Changes in Stockholders’ Equity (Deficit)

Consolidated Statement of Cash Flows

Notes to Consolidated Financial Statements

(b) Pro Forma Consolidated Financial Statements of Moliris Corp.

(1) Pro Forma Financial Statements of Moliris Corp. for the period ended December 31, 2004 and June 30, 3005.

Consolidated Balance Sheet as of December 31, 2004
Consolidated Statement of Loss for the year ended December 31, 2004
Consolidated Balance Sheet as of June 30, 2005
Consolidated Statement of Loss for the six months ended June 30, 2005
Notes to Consolidated Financial Statements

(2) Pro Forma Financial Statements of Moliris Corp. for the period ended December 31, 2004 and June 30, 2005 with Management’s assumptions concerning future events.

Consolidated Balance Sheet as of December 31, 2004
Consolidated Statement of Loss for the year ended December 31, 2004
Consolidated Balance Sheet as of June 30, 2005
Consolidated Statement of Loss for the six months ended June 30, 2005
Notes to Consolidated Financial Statements

Cinnamon Jang Willoughby & Company

Chartered Accountants
A Partnership of Incorporated Professionals

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders of Digifonica (International) Ltd.

(A Development Stage Corporation):

     We have audited the consolidated balance sheet of Digifonica (International) Ltd. as at December 31, 2004 and the consolidated statements of stockholders’ operations and deficiency, and cash flows from the date of inception (September 9, 2004) to December 31, 2004. These financial statements are the responsibility of the company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

     We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether these financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.

     In our opinion, these financial statements present fairly, in all material respects, the financial position of the company as at December 31, 2004 and the results of its operations and its cash flows for the period then ended in conformity with generally accepted accounting principles in the United States.

     The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in note 1 to the financial statements, the Company has a working capital deficiency and has sustained operating losses. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.

“Cinnamon Jang Willoughby & Company”

Chartered Accountants

Burnaby, BC
April 25, 2005

Metro Tower II - Suite 900 - 4720 Kingsway, Burnaby BC Canada V5H 4N2. Telephone: +1 604 435 4317, FAX +1 604 435 4319.

HLB Cinnemon Jang Willoughby & Company is a member of International. A world-wide organization of accounting firms and business advisors.

1

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Corporation)

Consolidated Balance Sheet

December 31, 2004

(Cdn Dollars)

	2004
Assets
Current
Cash	$	6,120
Accounts receivable		1,133
Total Assets	$	7,253
Liabilities
Current
Accounts payable and accrued liabilities	$	18,498
Advances payable (note 5)		17,856
		36,354
Stockholders’ Deficiency
Common Stock
Authorized
2,000 Common shares with a par value of $2.60 each
Issued and outstanding
100 Common shares — par value		260
Additional paid-in capital		1,540
Contributed Surplus		48,037
Accumulated Deficit		(78,938	)
Total Stockholders’ Deficiency		(29,101	)
Total Liabilities and Stockholders’ Deficiency	$	7,253
Commitments and Subsequent Events (notes 6 and 8)

See notes to consolidated financial statements.

2

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Corporation)

Consolidated Statement of Operations

For the Period September 9, 2004 (Date of Inception) to December 31, 2004

(Cdn Dollars)

	2004
Expenses
Consulting	$	20,939
Professional fees		24,554
Travel and marketing		20,103
Entertainment and business development		3,709
Printing and binding		3,606
Telephone		3,326
Office		1,179
Internet		1,161
Interest and bank charges		195
Small tools		166
Net Loss	$	78,938
Net Loss Per Share	$	789.38
Weighted Average Number of Shares Outstanding		100

See notes to consolidated financial statements.      

3

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Corporation)

Consolidated Statement of Changes in Stockholders’ Deficiency

December 31, 2004

(Cdn Dollars)

					Additional							Total
	Number		Par		Paid-in		Contributed		Accumulated			Stockholders’
	of Shares		Value		Capital		Surplus		Deficit			Deficiency
Balance September 9, 2004		0	$	0	$	0	$	0	$	0		$	0
Issuance of common stock:
For cash
On incorporation		100		260		1,540				0			1,800
For payment of invoices								48,037					48,037
Net loss		0		0		0		0		(78,938	)		(78,938	)
Balance, December 31, 2004		100	$	260	$	1,540	$	48,037	$	(78,938	)	$	(29,101	)

See notes to consolidated financial statements.      

4

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Corporation)

Consolidated Statement of Cash Flows

For the Period September 9, 2004 (Date of Inception) to December 31, 2004

(Cdn Dollars)

	2004
Operating Activities
Net loss	$	(78,938	)
Adjustments to reconcile net loss to net cash used in operating activities -
Changes in operating assets and liabilities
Accounts receivable		(1,133	)
Accounts payable and accrued liabilities		18,498
Cash Used in Operating Activities		(61,573	)
Cash Used in Investing Activities		0
Financing Activities
Issuance of common stock for cash		49,837
Loans payable		17,856
Cash Provided by Financing Activities		67,693
Inflow (Outflow) of Cash		6,120
Cash, Beginning of Year		0
Cash, End of Year	$	6,120
Supplemental Information
Interest paid	$	195

5

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Corporation)

Notes to Consolidated Financial Statements

Years Ended December 31, 2004

(Cdn Dollars)

1. ORGANIZATION, BASIS OF PRESENTATION AND NATURE OF OPERATION

These financial statements include the accounts of Digifonica (International) Limited (“the Company”) and its eighty percent (80%) owned subsidiary Digifonica Canada Limited (“DCL”). All inter-company balances and transactions are eliminated. The parent company was incorporated September 9, 2004 in Gibraltar and had no operations other than organizational activities. The Company’s business activities are conducted principally in Canada and the financial statements are prepared in accordance with accounting principles generally accepted in the United States of America with all figures translated into Canadian dollars for reporting purposes.

The Company is a development stage enterprise that, through its subsidiary, is developing, with the intent of producing and selling, voice over internet protocol (VOIP) communications systems. The Company also carries out research and development activities for customers on specific fixed price contract bases. The Company acquired the design rights, computer programming and other proprietary information for a significant component of its VOIP system for $nil from principles of the Company.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. During 2004 the Company incurred a net loss of $78,938 and at December 31, 2004 had a working capital deficiency (an excess of current liabilities over current assets) of $29,101. Management has undertaken initiatives for the Company to continue as a going concern. For example, the Company is negotiating to secure an equity financing in the short term and is in discussions with several financing firms. The Company also expects to increase revenues in 2005 from sales of its VOIP system and related products. As well, the Company has tendered proposals and price quotations on several systems. These initiatives are in recognition that for the Company to continue as a going concern it must generate sufficient cash flow to cover is obligations and expenses. In addition, management believes these initiatives can provide the Company with a solid base for profitable operations, positive cash flows and reasonable growth. Management is unable to predict the results of its initiatives at this time. Should management be unsuccessful in its initiative to finance its operations the Company’s ability to continue as a going concern is uncertain. These financial statements do not give effect to any adjustments to the amounts and classifications of assets and liabilities which might be necessary should the Company be unable to continue its operations as a going concern.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Revenue recognition

Revenue from the sales of the VOIP system is recognized on an accrual basis based on agreed terms with the customers. Sales are recorded when the systems are delivered and the customer is invoiced at the agreed terms and collection is reasonably assured. Contract manufacturing sales are recorded as each contracted unit is delivered to the contracting customer.

(b) Inventory

Inventories are valued at the lower of average cost and net realizable value.

6

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Corporation)

Notes to Consolidated Financial Statements

Years Ended December 31, 2004

(Cdn Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

c) Research and development

Research and development costs are expensed to operations as incurred.

(d) Long-lived assets

SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” establishes a single accounting model for long-lived assets to be disposed of by sale including discontinued operations. SFAS 144 requires that these long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or discontinued operations.

As such, these long-lived assets of the Company are reviewed when changes in circumstances require as to whether their carrying value has become impaired, pursuant to SFAS 144. Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value less costs to sell.

(e) Foreign currency translation

The Company’s operations and activities are conducted principally in Canada; hence the Canadian dollar is the functional currency.

Amounts incurred in non — Canadian dollars are translated as follows:

(i)	Monetary assets and liabilities at the rate of exchange in effect as at the balance sheet date;
(ii)	Non-monetary assets and liabilities at the exchange rates prevailing at the time of the acquisition of the assets or assumption of the liabilities; and
(iii)	Revenues and expenditures at rates approximating the average rate of exchange for the year.

For reporting purposes, assets and liabilities of non — Canadian subsidiaries that operate in a local currency environment are translated to Canadian dollars at year end exchange rates. Translation adjustments are recorded as other Comprehensive income or (loss) not affecting deficit within stockholders’ equity.

(f) Other comprehensive income (loss)

The Company may have other comprehensive income (loss) arising from foreign currency translation of the subsidiary companies financial statements to Canadian funds. Accordingly, other comprehensive income (loss) is shown as a separate component of stockholders’ equity (deficit).

7

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Corporation)
Notes to Consolidated Financial Statements
Years Ended December 31, 2004
(Cdn Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(g) Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 period. Significant areas requiring the use of management estimates relate to the determination of the impairment of assets and useful lives for amortization. Financial results as determined by actual events could differ from those estimates.

(h) Net loss per share

Net loss per share calculations are based on the weighted average number of common shares outstanding during the year. Diluted net income (loss) per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the year.

(i) Stock-Based Compensation

The Company applies the intrinsic value method of accounting as prescribed by APB Opinion No. 25 “Accounting for Stock Issued to Employees” and related interpretations, in accounting for options granted to employees. As such, compensation expense is recorded on the date of the grant when the market price of the underlying stock exceeds the exercise price. SFAS 123 “Accounting for Stock-based Compensation” establishes accounting and disclosure requirements using the fair value based method of accounting for stock-based compensation plans.

As allowed by SFAS 123, the Company elected to continue to apply the intrinsic value-based method of accounting described above and has adopted the disclosure requirements of SFAS 123.

(j) Income Taxes

Income taxes are accounted for under the asset and liability method in accordance with Financial Accounting Standard No. 109, “Accounting for Income Taxes”. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases and operating loss, and tax credit carry forwards. Deferred tax assets and liabilities are measured using substantially enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities on a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance to the extent that the ability to recover the asset is not considered to be more likely than not.

8

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Corporation)
Notes to Consolidated Financial Statements
Years Ended December 31, 2004
(Cdn Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

(j) Recent accounting pronouncements

          i. In January 2003 the FASB issued interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements. Interpretation 46 establishes accounting guidance for consolidation of variable interest entities that function to support the activities of the primary beneficiary. Interpretation 46 applies to any business enterprise both private and public that has a controlling interest, contractual relationship or other business relationship with a variable interest entity. The Company has no investment in or contractual relationship or other business relationship with a variable interest entity and therefore the adoption did not have any impact on the Company’s consolidated financial position, results of operations or cash flows.

          ii. On April 30, 2003 the FASB issued Statement No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. Statement 149 is intended to result in more consistent reporting of contracts as either freestanding derivative instruments subject to Statement 133 in its entirety, or as hybrid instruments with debt host contracts and embedded derivative features. In addition, Statement 149 clarifies the definition of a derivative by providing guidance on the meaning of initial net investments related to derivatives. Statement 149 is effective for contracts entered into or modified after June 30, 2003. The adoption of Statement 149 did not have any effect on the Company’s consolidated financial position, results of operations or cash flows.

          iii. On May 15, 2003 the FASB issued Statement No. 150, Accounting For Certain Financial Instruments with Characteristics of both Liabilities and Equity. Statement 150 establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. Statement 150 represents a significant change in practice in the accounting for a number of financial instruments, including mandatory redeemable equity instruments and certain equity derivatives that frequently are used in connection with share repurchase programs. Statement 150 is effective for all financial instruments created or modified after May 31, 2003 and to other instruments as of September 1, 2003. The adoption of Statement 150 on July 1, 2003 did not have any impact on its consolidated financial position, results of operations or cash flows.

          iv. In 2004, FASB issued a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. This Statement supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. This revised pronouncement requires that all stock options and warrants be accounted for using the Fair Value Method. This pronouncement will impact on the Company, as the Company currently accounts for all options and warrants using the Intrinsic Value Method. As at the year end there were no stock options outstanding.

          v. FIN 46(R), Consolidation of Variable Interest Entities, applies at different dates to different types of enterprises and entities, and special provisions apply to enterprises that have fully or partially applied Interpretation 46 prior to issuance of

9

DIGIFONICA (INTERNATIONAL) LIMITED

(A Development Stage Corporation)
Notes to Consolidated Financial Statements
Years Ended December 31, 2004
(Cdn Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

Interpretation 46(R). Application of Interpretation 46 or Interpretation 46(R) is required in financial statements of public entities that have interests in variable interest entities or potential variable interest entities commonly referred to as special-purpose entities for periods ending after December 15, 2003. Application by public entities (other than small business issuers) for all other types of entities is required in financial statements for periods ending after March 15, 2004. Application by small business issuers to entities other than special-purpose entities and by non-public entities is required at various dates in 2004 and 2005. There is no impact on the Company’s financial statements.

     vi. In December 2004, the FASB issued SFAS Statement No. 153, “Exchanges of Non-monetary Assets.” The statement is an amendment of APB Opinion No. 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. The Company believes that the adoption of this standard will have no material impact on its financial statements.

3. FINANCIAL INSTRUMENTS

     i. Fair values

The carrying value of cash, accounts receivable, accounts payable and accrued liabilities and loans payable approximate their fair value because of the short maturity of these financial instruments. The fair value of long term debt net of discount for interest free loans, the significant portion of long term debt being interest free or with fixed interest rates, and amounts due to related parties all approximate their fair values.

     ii Interest rate risk

The Company is not exposed to significant interest rate risk due to the short term maturity of its monetary current assets and current liabilities.

     iii Credit risk

The Company is exposed to credit risk with respect to its accounts receivable. The Company follows a program of credit evaluations of customers and limits the amount of Credit extended when deemed necessary. The Company maintains provisions for potential credit losses and any such losses to date have been within management’s expectations.

4. ADVANCES PAYABLE

These advances are without fixed terms of repayment and do not bear interest.

5. RELATED PARTY TRANSACTIONS

Included in advances payable is $15,901 due to an officer of the company.

10

DIGIFONICA (INTERNATIONAL) LIMITED

(A Development Stage Corporation)
Notes to Consolidated Financial Statements
Years Ended December 31, 2004
(Cdn Dollars)

6. COMMITMENT

Commencing July 1, 2005, the Company committed to minimum rental payments of approximately $100,000 for the next four and one-half years for office space and operations facilities.

7. INCOME TAXES

A subsidiary has operating losses which may be carried forward to apply against future year’s Canadian taxable income. The tax effect has not been recorded in these consolidated financial statements. These losses expire as follows:

Year 2011 $ 78,938

The components of future income tax assets are as follows:

	2004
Future income tax assets
Non-capital loss carry forwards	$	78,938
Approximate tax rate		36	%
		28,417
Less: Valuation allowance		(28,417	)
	$	0

8. SUBSEQUENT EVENTS

(i) On March 31, 2005 the Company acquired the remaining 20% of its subsidiary for Cdn $2 from a related party.

(ii) On March 9, 2005 the stockholders of the Company entered into a letter of intent with Moliris Corp., a Florida Corporation, to exchange all of the issued and outstanding stock of the Company for 10,000,000 newly issued unregistered shares of common stock of Moliris Corp. On consummation of the transaction, Moliris Corp., a reporting company under the Securities Exchange Act of 1934, will be the parent, but since Moliris Corp. has no ongoing operations, the operations of the Company will be the only operations reflected in the consolidated financial statements.

(iii) In a settlement agreement dated April 14, 2005 between Valor Invest Ltd. (“Valor”), Ross Wilmot (“Wilmot”), the Company and its subsidiary, and Clay Perrault (the Company’s current President), the Company has agreed to pay Valor Cdn $250,000 over a two year period on a monthly basis commencing on April 30, 2005. The payment of $250,000 absolves Valor or any other party to the agreement to claim any right to the VOIP systems being developed by the Company.

11

Financial Statements

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Corporations)

Index to Consolidated Financial Statements
For the Six Months Ended June 30, 2005 and the Year Ended December 31, 2004
(Expressed in US Dollars)

Consolidated Balance Sheet
Consolidated Statement of Operations
Consolidated Statement of Changes in Stockholders’ Equity (Deficit)
Consolidated Statement of Cash Flows
Notes to Consolidated Financial Statements

Cinnamon Jang Willoughby & Company

Chartered Accountants
A Partnership of Incorporated Professionals

To the Director:

     We have reviewed the accompanying consolidated balance sheet of Digifonica International Ltd. as of June 30, 2005 and the related consolidated statements of loss for the six months ended June 30, 2005 and the year ended December 31, 2004, and the consolidated statements of changes in stockholders’ deficiency and cash flows for the six months ended June 30, 2005 and the year ended December 31, 2004. We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). All information in these interim financial statements is the responsibility of Digifonica International Ltd.

     A review of interim financial information consists principally of applying analytical procedures and making enquiries of persons responsible for accounting and financial matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

     These consolidated financial statements have been prepared assuming the company will continue as a going concern. However, as discussed in Note 1, the company has incurred recurring net losses and a net capital deficiency. These factors raise substantial doubt about the company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

     Based on our review, except as mentioned above, we are not aware of any material modification that should be made to the consolidated interim financial statements referred to above for them to be in conformity with accounting principles generally accepted in the United States of America.

     We have previously audited, in accordance with auditing standards generally accepted in the United Sates of America, the consolidated balance sheet of Digifonica International Ltd. as of December 31, 2004 and the related consolidated statements of loss, stockholders’ deficiency and cash flows for the year then ended; and in our report dated April 16, 2005, we expressed an opinion that was qualified with respect to the assumption that the Company was a going concern on those consolidated financial statements. In our opinion, except as previously discussed, the information set forth in the accompanying consolidated balance sheet as at December 31, 2004 and the related consolidated statements of loss, stockholders’ deficiency and cash flows for the year then ended is fairly stated, in all material respects.

September 15, 2005

/s/ Cinnamon Jang Willoughby & Company
Chartered Accountants
Burnaby, Canada

MetroTower II — Suite 900 — 4720 Kingsway, Burnaby, BC Canada V5H 4N2. Telephone: +1 604 435 4317. Fax: +1 604 435 4319.

HLB Cinnamon Jang Willoughby & Company is a member of International. A world-wide organziation of accounting firms and business advisors.

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS

(Expressed in United States Dollars)

	June 30,			December 31,
	2005			2004
	(unaudited)
ASSETS
Current
Cash and cash equivalents	$	119,899		$	5,092
Accounts receivable		9,668			943
Inventory		17,799			—
Prepaid expenses		53,738			—
Total current assets		201,104			6,035
Equipment (Note 4)		492,246			—
Capitalized software (Note 5)		357,532			—
	$	1,050,882		$	6,035
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current
Accounts payable and accrued liabilities	$	178,386		$	15,391
Loans payable		—			14,855
Advance payable (Note 6)		290,251			—
Contract payable (Note 7)		163,212			—
Due to Moliris Corp. (Note 8)		962,550			—
		1,594,399			30,246
Stockholders’ equity
Common stock, no par value, unlimited number authorized, (Note 9)		202			202
100 (December 31, 2004 - 100) issued and outstanding
Additional paid-in capital		38,506			38,506
Accumulated other comprehensive income:
Foreign currency cummulative translation adjustment		(1,398	)		(463	)
Accumulated deficit during development stage		(580,827	)		(62,456	)
Total stockholders’ equity		(543,517	)		(24,211	)
Total liabilities and stockholders’ equity	$	1,050,882		$	6,035

Nature of operations (Note 1)
Commitments and subsequent events (Notes 13 and 14)

See accompanying notes to consolidated financial statements.

2

DIGIFONICA INTERNATIONAL INC.
(A Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)

(Expressed in United States Dollars)

							Cumulative
				Period from			Period from
	Six Month			Inception			Inception
	Period Ended			(September 9,			(September 9,
	June 30,			2004) to			2004) to
	2005			December 31,			June 30,
	(unaudited)			2004			2005
EXPENSES
Amortization	$	16,013		$	—		$	—
General and administrative		62,288			16,495			78,783
Legal		86,851			9,940
Sales and marketing		140,912			3,263			144,175
Research and development		147,982			20,351			168,333
Travel		64,008			12724
Net loss	$	(518,054	)	$	(62,773	)	$	(580,827	)
Comprehensive loss:
Net loss		(518,054	)		(62,773	)	$	(580,827	)
Foreign currency translation adjustment		(935	)		(463	)		(1,861	)
Comprehensive loss		(518,989	)		(63,236	)	$	(582,688	)
Basic and diluted loss per share	$	(5,180.54	)	$	(627.73	)
Weighted average number of shares outstanding		100			100

See accompanying notes to consolidated financial statements.

3

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(Expressed in United States Dollars)

					Accumulated					Accumulated
					Other					Deficit
					Additional					During the			Total
	Number of		Common		Paid-in		Comprehensive			Development			Stockholders’
	Shares		Stock		Capital		Income			Stage			Equity
Balance, September 9, 2004		—	$	—	$	—	$	—		$	—		$	—
(date of inception)
Shares issued:
Private placements		100		202		38,506		—			—			38,708
Foreign currency translation adjustment		—		—		—		(463	)		—			(463	)
Net loss		—		—		—		—			(62,773	)		(62,773	)
Balance, December 31, 2004		100		202		38,506		(463	)		(62,773	)		(24,528	)
Foreign currency translation adjustment		—		—		—		(935	)		—			(935	)
Net loss		—		—		—		—			(518,054	)		(518,054	)
Balance, June 30, 2005		100	$	202	$	38,506	$	1,398		$	(580,827	)	$	(543,517	)

See accompanying notes to consolidated financial statements.

4

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Expressed in United States dollars)

				Period from			Cumulative
	Six Month			Inception			Period from
	Period			(September			Inception
	Ended			9, 2004) to			(September
	June 30,			December			9, 2004) to
	2005			31,			July 31,
	(Unaudited)			2004			2005
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(518,054	)	$	(62,773	)	$	(580,827	)
Items not affecting cash:
Depreciation		16,013			—			16,013
Changes in assets and liabilities:
Receivables		(8,725	)		(943	)		(9,668	)
Inventory		(17,799	)		0			(17,799	)
Prepaid expenses		(53,738	)		—			(53,738	)
Accounts payable and accrued liabilities		162,995			15,391			178,386
Contract payable		163,212			—			163,212
Net cash used in operating activities		(256,096	)		(48,325	)		(304,421	)
CASH FLOWS FROM FINANCING ACTIVITIES
Loans payable		(14,855	)		14,855			0
Advance payable		290,251			—			290,251
Due to Moliris Corp		962,550			—			962,550
Proceeds from issuance of capital stock		0			38,708			38,708
Net cash provided by finacing activities		1,237,946			53,563			1,291,509
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of equipment		(500,265	)		—			(500,265	)
Deferred development costs		(365,843	)		—			(365,843	)
Net cash used in investing activities		(866,108	)		0			(866,108	)
Effect of foreign currency translation on cash and cash equivalents		(935	)		(146	)		(1,081	)
Change in cash and cash equivalents during the period		114,807			5,092			119,899
Cash and cash equivalents, beginning of period		5,092			—			—
Cash and cash equivalents, end of period	$	119,899		$	5,092		$	119,899
Cash paid for interest during the period	$	—		$	155		$	155
Cash paid for income taxes during the period	$	—		$	—

See accompanying notes to consolidated financial statements.

5

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Corporation)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Six Months June 30, 2005
(Unaudited)
(Expressed in United States Dollars)

1. ORGANIZATION, BASIS OF PRESENTATION AND NATURE OF OPERATION

These financial statements include the accounts of Digifonica (International) Limited (“the Company”) and its' two wholly owned subsidiaries Digifonica Canada Inc. (“DCI”) and Digifonica Intellectual Properties Limited (DIP). All inter-company balances and transactions are eliminated. The parent company was incorporated September 9, 2004 in Gibraltar and had no operations other than organizational activities. The Company’s business activities are conducted principally in Canada and the financial statements are prepared in accordance with accounting principles generally accepted in the United States of America with all figures translated into United States dollars for reporting purposes.

The Company is a development stage enterprise that, through its subsidiary, is developing, with the intent of producing and selling, voice over internet protocol (VOIP) communications systems. The Company acquired the design rights, computer programming and other proprietary information for a significant component of its VOIP system for $nil from principles of the Company.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has accumulated operating losses of $580,827 since its inception and had a working capital deficiency of $1,393,295 at June 30, 2005. The continuation of the Company is dependent upon the continuing support of creditors and stockholders, long-term financing, ongoing product development, the successful implementation of a marketing program, market acceptance of its products and achieving profitability. Management plans to raise additional equity capital upon the completion of a reverse acquisition of a publicly traded United States Corporation (Note 14). The Company also expects to recognize revenues in 2005 from sales of Version 1.00 of its VOIP system and related products. Subject to the raising of capital, management expects increased revenue from the sale of Version 2.00 of its VOIP system and related products expected to be completed in early 2006. Management is unable to predict the results of its initiatives at this time. Should management be unsuccessful in its initiative to finance its operations the Company’s ability to continue as a going concern is uncertain. These financial statements do not give effect to any adjustments to the amounts and classifications of assets and liabilities which might be necessary should the Company be unable to continue its operations as a going concern.

2. SIGNIFICANT ACCOUNTING POLICIES

     (a) Revenue recognition

Revenue from the sales of the VOIP system is recognized on an accrual basis based on agreed terms with the customers. Sales are recorded when the systems are delivered and the customer is invoiced at the agreed terms and collection is reasonably assured.

     (b) Software Development

Software development costs incurred prior to the establishment of technological feasibility are expensed to operations in the period they are incurred. Costs of producing product masters incurred subsequent to establishing technological feasibility have been capitalized. Capitalized software is amortized on a straight-line basis over five years commencing when the software is available for sale.

     (c) Inventory Inventories are valued at the lower of average cost and net realizable value.

6

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Corporation)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Six Months June 30, 2005
(Unaudited)
(Expressed in United States Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (cont’d ...)

     (d) Impairment of long-lived assets

The company assesses the recoverability of its long lived assets by determining whether the carrying value of the long lived assets can be recovered over their remaining lives through undiscounted future operating cash flows using a discount rate reflecting the company’s average cost of funds. The assessment of the recoverability will be impacted if estimated future operating cash flows are not achieved. For the six months ended June 30, 2005, no impairment charges have been recognized.

SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” establishes a single accounting model for long-lived assets to be disposed of by sale including discontinued operations. SFAS 144 requires that these long-lived assets be measured at the lower of carrying amount or fair value less cost to sell, whether reported in continuing operations or discontinued operations.

As such, these long-lived assets of the Company are reviewed when changes in circumstances require as to whether their carrying value has become impaired, pursuant to SFAS 144. Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value less
costs to sell.

     (d) Foreign currency translation

The functional currency of the Company and its subsidiary is the Canadian dollar. Accordingly monetary assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date while non-monetary assets and liabilities denominated in a foreign currency are translated at historic rates. Revenue and expense items denominated in a foreign currency are translated at exchange rates prevailing when such items are recognized in the statement of operations. Exchange gains or losses arising on translation of foreign currency items are included in the statement of operations.

The company follows the current rate method of translation with respect to its presentation of these consolidated financial statements in the reporting currency, being the United States dollar. Accordingly, assets and liabilities are translated into US dollars at the exchange rate in effect at the balance sheet date, while revenue and expenses are translated at the average exchange rate during the period. Related exchange gains or losses are included in a separate component of stockholders’ deficiency as accumulated other comprehensive income.

     (f) Other comprehensive income (loss)

Comprehensive loss is the combination of the Company’s net Loss and other comprehensive income (loss), which consists of the Company’s exchange gain or loss arising from translating the financial statements into US dollars. Canadian funds. Other comprehensive income (loss) is shown as a separate component of stockholders’ equity (deficit).

     (g) Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 period. Significant areas requiring the use of management estimates relate to the determination of the impairment of assets and useful lives for amortization. Financial results as determined by actual events could differ from those estimates.

7

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Corporation)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Six Months June 30, 2005
(Unaudited)
(Expressed in United States Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Cont’d...)

     (h) Net loss per share

Net loss per share calculations are based on the weighted average number of common shares outstanding during the year. Diluted net income (loss) per share is computed using the weighted average number of common and dilutive common equivalent shares outstanding during the year.

     (l) Stock-Based Compensation

The Company applies the intrinsic value method of accounting as prescribed by APB Opinion No. 25 “Accounting for Stock Issued to Employees” and related interpretations, in accounting for options granted to employees. As such, compensation expense is recorded on the date of the grant when the market price of the underlying stock exceeds the exercise price. SFAS 123 “Accounting for Stock-based Compensation” establishes accounting and disclosure requirements using the fair value based method of accounting for stock-based compensation plans.

As allowed by SFAS 123, the Company elected to continue to apply the intrinsic value-based method of accounting described above and has adopted the disclosure requirements of SFAS 123.

     (m) Recent accounting pronouncements

          i. In January 2003 the FASB issued interpretation No. 46, Consolidation of Variable Interest Entities, an interpretation of Accounting Research Bulletin No. 51, Consolidated Financial Statements. Interpretation 46 establishes accounting guidance for consolidation of variable interest entities that function to support the activities of the primary beneficiary. Interpretation 46 applies to any business enterprise both private and public that has a controlling interest, contractual relationship or other business relationship with a variable interest entity. The Company has no investment in or contractual relationship or other business relationship with a variable interest entity and therefore the adoption did not have any impact on the Company’s consolidated financial position, results of operations or cash flows.

          ii. On April 30, 2003 the FASB issued Statement No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. Statement 149 is intended to result in more consistent reporting of contracts as either freestanding derivative instruments subject to Statement 133 in its entirety, or as hybrid instruments with debt host contracts and embedded derivative features. In addition, Statement 149 clarifies the definition of a derivative by providing guidance on the meaning of initial net investments related to derivatives. Statement 149 is effective for contracts entered into or modified after June 30, 2003. The adoption of Statement 149 did not have any effect on the Company’s consolidated financial position, results of operations or cash flows.

          iii. On May 15, 2003 the FASB issued Statement No. 150, Accounting For Certain Financial Instruments with Characteristics of both Liabilities and Equity. Statement 150 establishes standards for classifying and measuring as liabilities certain financial instruments that embody obligations of the issuer and have characteristics of both liabilities and equity. Statement 150 represents a significant change in practice in the accounting for a number of financial instruments, including mandatory redeemable equity instruments and certain equity derivatives that frequently are used in connection with share repurchase programs. Statement 150 is effective for all financial instruments created or modified after May 31, 2003 and to other instruments as of September 1, 2003. The adoption of Statement 150 did not have any impact on the Company’s consolidated financial position, results of operations or cash flows.

8

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Corporation)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Six Months June 30, 2005
(Unaudited)
(Expressed in United States Dollars)

2. SIGNIFICANT ACCOUNTING POLICIES (Cont’d...)

          iv. In 2004, FASB issued a revision of FASB Statement No. 123, Accounting for Stock-Based Compensation. This Statement supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. This revised pronouncement requires that all stock options and warrants be accounted for using the Fair Value Method. This pronouncement will impact on the Company, as the Company currently accounts for all options and warrants using the Intrinsic Value Method.

          v. FIN 46(R), Consolidation of Variable Interest Entities, applies at different dates to different types of enterprises and entities, and special provisions apply to enterprises that have fully or partially applied Interpretation 46 prior to issuance of Interpretation 46(R). Application of Interpretation 46 or Interpretation 46(R) is required in financial statements of public entities that have interests in variable interest entities or potential variable interest entities commonly referred to as special-purpose entities for periods ending after December 15, 2003. Application by public entities (other than small business issuers) for all other types of entities is required in financial statements for periods ending after March 15, 2004. Application by small business issuers to entities other than special-purpose entities and by non-public entities is required at various dates in 2004 and 2005. There is no impact on the Company’s financial statements.

          vi. In December 2004, the FASB issued SFAS Statement No. 153, “Exchanges of Non-monetary Assets.” The statement is an amendment of APB Opinion No. 29 to eliminate the exception for non-monetary exchanges of similar productive assets and replaces it with a general exception for exchanges of non-monetary assets that do not have commercial substance. The Company believes that the adoption of this standard will have no material impact on its financial statements.

          vii. In May 2005, FASB issued SFAS Statement No 154 “Accounting Changes and Error Corrections” requiring retrospective application to prior periods’ financial statements of a change in an accounting policy. The company believes that the adoption of this standard will have no material impact on its financial statements.

3. FINANCIAL INSTRUMENTS

          i. Fair values

The carrying value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, loans payable and ladvances payable approximate their fair value because of the short maturity of these financial instruments. The fair value of long term debt net of discount for interest free loans, the significant portion of long term debt being interest free or with fixed interest rates, and amounts due to related parties all approximate their fair values.

          ii. Interest rate risk

The Company is not exposed to significant interest rate risk due to the short term maturity of its monetary current assets and current liabilities.

          iii. Credit risk

The Company is exposed to credit risk with respect to its accounts receivable. The Company follows a program of credit evaluations of customers and limits the amount of credit extended when deemed necessary. The Company maintains provisions for potential credit losses and any such losses to date have been within management’s expectations.

          iv. Foreign exchange risk

The Company translates the results of foreign operations into US currency using rates approximating the average exchange rate for the year. The exchange rate may vary from time to time.

9

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Corporation)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Six Months June 30, 2005
(Unaudited)
(Expressed in United States Dollars)

4. PROPERTY AND EQUIPMENT

	June 30, 2005						December 31, 2004
					Net						Net
			Accumulated		Book				Accumulated		Book
	Cost		Depreciation		Value		Cost		Depreciation		Value
Leasehold Improvements		148,648		0		148,648		0		0		0
Furniture And Fixtures		13,843		0		13,843		0		0		0
Computers		43,962		3,053		40,909		0		0		0
Equipment		293,812		4,956		288,856		0		0		0
		500,265		8,019		492,256		0		0		0

5. CAPITALIZED SOFTWARE, NET

June 30, 2005

December 31, 2004

Accumulated

Net Book

Accumulated

Net Book

Cost

Amortization

Value

Cost

Amortization

Value

Capitalized Software

365,526

7,994

357,532

0

0

0

6. ADVANCE PAYABLE

The Company borrowed funds on a short-term basis in June, 2005. These advances are without fixed terms of repayment, do not bear interest, and were repaid in August, 2005.

7. CONTRACT PAYABLE

On April 14, 2005, the Company purchased software that represented development of its VOIP technology prior to commercial feasibility. At June 30, 2005 under the term of the purchase contract, $163,212 remained payable in eight equal monthly instalments of $20,402 ($Cdn 25,000).

10

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Corporation)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Six Months June 30, 2005
(Unaudited)
(Expressed in United States Dollars)

8. DUE TO MORILIS CORP.

As at June 30, 2005, the amounts due to Morilis Corp. consist of the following:

Promissory note, dated April 8, 2005 in the original principal amount of $46,000, bearing interest at the highest published prime rate in the money section of the Wall Street Journal (the “Prime Rate”) plus 50 basis points, adjusted daily, but never below 6% per annum, with principal and accrued interest due in full on April 8, 2006.

Promissory note, dated April 12, 2005 in the original principal amount of $184,050, bearing interest at the prime rate plus 50 basis points, adjusted daily, but never below 6% per annum, with principal and accrued interest due in full on April 12, 2006.

Promissory note, dated May 16, 2005, in the original principal amount of $262,500, bearing interest at the prime rate plus 50 basis points, adjusted daily, but never below 6% per annum, with principal and accrued interest due in full on May 16, 2006.

Promissory note, dated May 31, 2005, in the original principal amount of $470,000, bearing interest at the prime rate plus 50 basis points, adjusted daily, but never below 6% per annum, with principal and accrued interest due in full on May 31, 2006.

9. COMMON STOCK

On September 9, 2005, the Company issued 100 common shares at a price of C$2.60(1GBP) for gross proceeds of C$260. Prior to December 31, 2004, the sole shareholder contributed an addition C$48,037 to the Company without the issuance of additional shares.

10. RELATED PARTY TRANSACTIONS

Refer to notes 6, 7 and 8.

11. SEGMENT INFORMATION

The Company operates in one business segment being the development, with the intent of producing and selling, voice over internet protocol (VOIP) communications systems. Cumulative losses from operation have been incurred in Canada only.

11

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Corporation)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Six Months June 30, 2005
(Unaudited)
(Expressed in United States Dollars)

12. INCOME TAXES

A subsidiary has operating losses which may be carried forward to apply against future year’s Canadian taxable income. The tax effect has not been recorded in these consolidated financial statements. These losses expire as follows

Year		Year
2011		2016
$	62,773	$	518,054

The components of future income tax assets are as follows:

	Six Months July 30,			December 31,
	2005			2004
Future income tax assets
Non-capital loss carry forwards	$	580,827			62,773
Approximate tax rate		36	%		36	%
		209,098			22,600
Less: Valuation allowance		(209,098	)		(22,600	)
	$	0		$	0

13. COMMITMENTS

(i) The Company leased office premises beginning July 1, 2005 and expiring on December 31, 2009. At June 30, 2005, the following minimum rent is due:

	Year
	Ended
	December 31
2005		40,564
2006		81,128
2007		81,128
2008		81,128
2009		81,128

12

DIGIFONICA (INTERNATIONAL) LIMITED
(A Development Stage Corporation)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Six Months June 30, 2005
(Unaudited)
(Expressed in United States Dollars)

(ii) In July, 2005, the Company and Shenzhen Yinbo Telecommunications Co. Ltd. (“Yinbo”) entered into a Joint Venture Contract for the Establishment of SinoCan Telecommunications Technology Co, Ltd, (“JV Company”). The JV Company will have the exclusive right to cooperate with Yinbo in marketing and providing to customers in China telecom services that Yinbo is and will be licensed to provide . The cooperation is by way of allowing Yinbo to use telecom services developed by the JV Company. The JV Company’s right to enforce such exclusivity covenant by Yinbo is conditioned upon the JV Company’s investing $8 million by the end of 2007 and another $7 million by the end of 2009 which amount may be adjusted based on the market conditions in the target cities. The Company is obligated to contribute capital to the JV Company as follows:

	Year
	Ended
	December 31
2005	$	800,000
2006	$	3,200,000
2007	$	4,000,000
2008	$	3,500,000
2009	$	3,500,000

14 SUBSEQUENT EVENT

The Company has entered into an agreement with Moliris Corp. under which Moliris Corp. will acquire all of the outstanding shares of the Company in exchange for 10,000,000 shares of Moliris Corp. to be issued to the shareholders of the Company. This transaction is pending until Moliris Corp. and the Company can satisfy all the conditions precedent to the closing as set out in the agreement.

13

(b)(1) Pro Forma Financial Information

Moliris Corp.

Pro Forma Consolidated Balance Sheet

December 31, 2004

(Unaudited)

	Moliris			DIL								Pro Forma
	Dec. 31,			Dec. 31,								Consolidated
	2004			2004			Adjustments			Notes		Dec. 31, 2004
	$			$			$					$
ASSETS
Cash		—			5,092			1,401,869			3,5		1,406,961
Accounts receivable		—			943								943
Notes receivable		—			—								—
Due from DIL		—			—								—
Inventory		—			—								—
Prepaid Expenses		—			—								—
		—			6,035								1,407,904
Investment in DIL		—			—			—			2,4		—
Equipment		—			—								—
Capitalized software		—			—								—
		—			6,035								1,407,904
LIABILITIES
Accounts payable		454,080			15,391								469,471
Notes payable		—			—								—
Notes payable in default		233,655			—								233,655
Contract payable		—			—								—
Guarantee of bank loan payable		138,451			—								138,451
Accrued expenses		2,155,530			—								2,155,530
Due to related parties		305,773			14,855			(222,477	)		1		98,151
Advance payable		—			—								—
Net liabilities of discontinued operations		459,585			—								459,585
		3,747,074			30,246								3,554,843
STOCKHOLDERS’ DEFICIENCY
Common stock		2,347			202			18,772			2,3,4		21,321
Subscriptions received		—			—								—
Additional paid in capital		1,404,552			38,506			(1,443,058	)		3,4,5		—
Cumulative translation adjustment					(463	)							(463	)
Accumulated deficit		(5,153,973	)		(62,456	)		3,048,632			1,5		(2,167,797	)
		(3,747,074	)		(24,211	)							(2,146,939	)
		—			6,035								1,407,904

Moliris Corp.

Pro Forma Consolidated Statement of Loss

For the Year Ended December 31, 2004

(Unaudited)

	Moliris			DIL							Pro Forma
	Dec. 31,			Dec. 31,							Consolidated
	2004			2004		Adjustments			Notes		Dec. 31, 2004
	$			$		$					$
REVENUE
Sales		673,216			—							673,216
Cost of Sales		531,172			—							531,172
		142,044			—							142,044
OPERATING EXPENSES
Salaries, wages and commissions		286,814			—							286,814
Selling, general and administrative		666,640			62,456							729,096
Bad debts		210,811			—							210,811
Rent		282,088			—							282,088
Depreciation		10,956			—							10,956
Asset impairment, and settlement of lawsuit		846,000			—							846,000
(Gain) on settlement on amounts due		—			—							—
to related parties		—			—		(222,477	)		1		(222,477	)
		2,303,309			62,456							2,143,288
Loss before other items		2,161,265			62,456							2,001,244
Interest expense		7,277			—							7,277
Interest income		(36,885	)		—							(36,885	)
		(29,608	)		—							(29,608	)
Loss from continuing operations		2,131,657			62,456							1,971,636
DISCONTINUED OPERATIONS
Operating loss from discontinued operations		2,149,361			—							2,149,361
(Gain) on sale of subsidiary		—			—							—
		2,149,361			—							2,149,361
Net Loss		4,281,018			62,456							4,120,997

Moliris Corp.

Pro Forma Consolidated Balance Sheet

June 30, 2005

(Unaudited)

	Moliris			DIL								Pro Forma
	June 30,			June 30,								Consolidated
	2005			2005			Adjustments			Notes		June 30, 2005
	$			$			$					$
ASSETS
Cash		18,293			119,899								138,192
Accounts receivable		8,826			9,668								18,494
Notes receivable		—			—								—
Due from DIL		962,550			—			(962,550	)		7		—
Inventory		—			17,799								17,799
Prepaid Expenses		5,182			53,738								58,920
		994,851			201,104								233,405
Investment in DIL		—			—						2,5		—
Equipment		—			492,246								492,246
Capitalized software		—			357,532								357,532
		—			849,778								849,778
		994,851			1,050,882								1,083,183
LIABILITIES
Accounts payable		433,568			178,386								611,954
Notes payable		—			—								—
Notes payable in default		233,655			—								233,655
Contract payable		—			163,212								163,212
Guarantee of bank loan payable		138,451			—								138,451
Accrued expenses		2,324,113			—								2,324,113
Due to related parties		222,477			962,550			(1,185,027	)		1,6		—
Advance payable		—			290,251			(290,251	)		4		—
Net liabilities of discontinued operations		501,242			—								501,242
		3,853,506			1,594,399								3,972,627
STOCKHOLDERS’ DEFICIENCY
Common stock		10,740			202			10,379			2,3,4		21,321
Subscriptions received		—			—								—
Additional paid in capital		2,507,777			38,506			(2,546,283	)		5,6		—
Cumulative translation adjustment		—			(1,398	)							(1,398	)
Accumulated deficit		(5,377,172	)		(580,827	)		3,048,632			1,2,6		(2,909,367	)
		(2,858,655	)		(543,517	)							(2,889,444	)
		994,851			1,050,882								1,083,183

Moliris Corp.

Pro Forma Consolidated Statement of Loss

For the Six Months Ended June 30, 2005

(Unaudited)

	Moliris			DIL					Pro Forma
	June 30,			June 30,					Consolidated
	2005			2005			Adjustments	Notes	June 30, 2005
	$			$			$		$
REVENUE
Sales		—			—					—
Cost of Sales		—			—					—
		—			—					—
OPERATING EXPENSES
Salaries, wages and commissions		1,969			—					1,969
Selling, general and administrative		61,721			501,499					563,220
Bad debts		—			—					—
Rent		102,665			562					103,227
Depreciation		—			16,013					16,013
Asset impairment, and settlement of lawsuit		—			—					—
(Gain) on settlement on amounts due		—			—					—
to related parties		—			—					—
		166,355			518,074					684,429
Loss before other items		166,355			518,074					684,429
Interest expense		27,411			—					27,411
Interest income		(8,500	)		(20	)				(8,520	)
		18,911			(20	)				18,891
Loss from continuing operations		185,266			518,054					703,320
DISCONTINUED OPERATIONS
Operating loss from discontinued operations		37,933			—					37,933
(Gain) on sale of subsidiary		—			—					—
		37,933			—					37,933
Net Loss		223,199			518,054					741,253

Moliris Corp.

Notes to Pro Forma Consolidated Financial Statements

(Unaudited)

Basis of Presentation:

Moliris Corp. (Moliris) is incorporated under the laws of Florida, USA

Digifonica (International) Ltd. (DIL) is incorporated under the laws of Gibraltar.

Digifonica Canada Inc. (DCI) is incorporated under the laws of Canada and is a wholly owned subsidiary of DIL. Digifonica Intellectual Properties Limited (DIP) is incorporated under the laws of Gibraltar and is also a wholly owned subsidiary of DIL.

These pro forma consolidated financial statements have been prepared to reflect the exchange of shares between Moliris and DIL. Since Moliris will acquire 100% of the outstanding shares of DIL by issuing 10 million shares of Moliris to the former stockholders of DIL, the transaction will be accounted for as a recapitalization by Moliris. Under the recapitalization treatment, Moliris will become the legal parent of DIL, however DIL is considered to have acquired Moliris. After the share exchange, the consolidated entity will endeavor to raise additional capital in order to fund DCI’s activities

The unaudited pro forma consolidated financial statements have been prepared to give effect to the following proposed transactions in connection with the exchange of shares of Moliris and DIL.

1) Debt owing to a related party of Moliris in the amount of $222,477 will be satisfied by the assignment of other related party receivables.

2) Moliris will acquire all of the issued and outstanding shares of DIL and its wholly owned subsidiaries, DCI and DIP, in exchange for 10 million newly issued shares of Moliris common stock. These shares will be valued at $10,000. This transaction will be treated as a recapitalization.

3) 8,393,000 shares of Moliris were issued during the second quarter of 2005 for net proceeds of $1,111,618. For these financial statements they have been presented as though the shares were issued at January 1, 2005.

4) Subsequent subscriptions are converted to equity. These pro forma consolidated financial statements have been prepared as though the shares were issued at January 1, 2005.

Moliris Corp.

Note to Pro Forma Consolidated Financial Statements

(Unaudited)

5) During a recapitalization, the stock structure of Moliris will be retained; however, the value of the consolidated entity’s stockholders’ deficiency will become the value of DIL’s stockholder’s deficiency. These transactions are summarized below.

As of December 31, 2004:

					Additional
	Number		Par		Paid in
	Issued		Value		Capital			Total
			$		$			$
Pre-Exchange		2,347,000		2,347		1,404,552			1,406,899
Issued to purchase DIL stock		10,000,000		10,000					10,000
(Pro forma adjustment)
On recapitalization						(2,797,447	)		(2,797,447	)
(Pro forma adjustment)
Subsequent issuance of stock		8,393,000		8,393		1,103,225			1,111,618
(Pro forma adjustment)
Subsequent subscriptions		581,000		581		289,670			290,251
(Pro forma adjustment)
Post-Exchange		21,321,000		21,321		—			21,321

Moliris Corp.

Note to Pro Forma Consolidated Financial Statements

(Unaudited)

As of June 30, 2005:

					Additional
	Number		Par		Paid in
	Issued		Value		Capital			Total
			$		$			$
Pre-Exchange		10,740,000		10,740		2,507,777			2,518,517
Issued to purchase DIL stock		10,000,000		10,000					10,000
(Pro forma adjustment)
On recapitalization						(2,797,447	)		(2,797,447	)
(Pro forma adjustment)
Subsequent subscriptions		581,000		581		289,670			290,251
(Pro forma adjustment)
Post-Exchange		21,321,000		21,321		—			21,321

6)	All material inter-company transactions between Moliris and DIL have been eliminated.
7)	Does not include 530,000 warrants for 265,000 shares of Moliris common stock exercisable at $1, per share.

The accompanying unaudited pro forma consolidated balance sheet of Moliris Corp. as at June 30, 2005 and December 31, 2004 and the unaudited pro forma consolidate statements of loss and deficit of Moliris Corp. for the six months ended June 30, 2005 and the year ended December 31, 2004 have been prepared by the management of Digifonica (International) Ltd. (Management) on behalf of Moliris Corp. using the accounting principles disclosed in the consolidated financial statement of Moliris Corp. In the opinion of Management, the unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated statement of income include all adjustments necessary for the fair presentation of the proposed transactions in accordance with generally accepted accounting principles.

Moliris Corp.

Note to Pro Forma Consolidated Financial Statements

(Unaudited)

The pro forma consolidated financial statements may not be indicative of the financial position and results of operations that would have occurred if the proposed transactions had been in effect on the dates indicated or of the financial position or operating results which may be obtained in the future.

The unaudited pro forma consolidated balance sheet of Moliris Corp. as at June 30, 2005 has been prepared from information derived from the unaudited consolidated balance sheet of Moliris Corp. and the unaudited consolidated balance sheet of Digifonica (International Ltd.) as at June 30, 2005 and the adjustments and assumptions outlined above. The unaudited pro forma consolidated statement of loss and deficit of Moliris Corp. for the six months ended June 30, 2005 has been derived from the unaudited consolidated statement of loss and deficit of Moliris Corp. for the six months ended June 30, 2005 and unaudited consolidated statement of loss and deficit of Digifonica (International) Ltd. for the six months ended June 30, 2005 and the adjustments and assumptions outlined above.

The unaudited pro forma consolidated balance sheet of Moliris Corp. as at December 31, 2004 has been prepared from information derived from the audited consolidated balance sheet of Moliris Corp. and the audited consolidated balance sheet of Digifonica (International Ltd.) as at December 31, 2004 and the adjustments and assumptions outlined above. The unaudited pro forma consolidated statement of loss and deficit of Moliris Corp. for the year ended December 31, 2004 has been derived from the audited consolidated statement of loss and deficit of Moliris Corp. for the year ended December 31, 2004 and audited consolidated statement of loss and deficit of Digifonica (International) Ltd. for the year ended December 31, 2004 and the adjustments and assumptions outlined above.

(b)(2) Pro Forma Financial Information.

Moliris Corp.
Pro Forma Consolidated Balance Sheet
December 31, 2004
With Management’s Assumptions Concerning Future Events
(Unaudited)

	Moliris			DIL								Pro Forma
	Dec. 31,			Dec. 31,								Consolidated
	2004			2004			Adjustments			Notes		Dec. 31, 2004
	$			$			$					$
ASSETS
Cash		—			5,092			1,401,869			4,5		1,406,961
Accounts receivable		—			943								943
Notes receivable		—			—								—
Due from DIL		—			—								—
Inventory		—			—								—
Prepaid Expenses		—			—								—
		—			6,035								1,407,904
Investment in DIL								—			3,5		—
Equipment													—
Capitalized software													—
		—			6,035								1,407,904
LIABILITIES
Accounts payable		454,080			15,391			(240,000	)		1		229,471
Notes payable													—
Notes payable in default		233,655						(178,500	)		1		55,155
Contract payable													—
Guarantee of bank loan payable		138,451						(138,451	)		1		—
Accrued expenses		2,155,530						(1,692,000	)		1		463,530
Due to related parties		305,773			14,855			(222,477	)		2		98,151
Advances payable													—
Net liabilities of discontinued operations		459,585						(459,585	)		1		—
		3,747,074			30,246								846,307
STOCKHOLDERS’ DEFICIENCY
Common stock		2,347			202			18,772			3,4,5		21,321
Subscriptions received													—
Additional paid in capital		1,404,552			38,506			(839,863	)		4,5,6		603,195
Cumulative translation adjustment					(463	)							(463	)
Accumulated deficit		(5,153,973	)		(62,456	)		5,153,973			1,2,6		(62,456	)
		(3,747,074	)		(24,211	)							561,597
		—			6,035								1,407,904

Moliris Corp.
Pro Forma Consolidated Statement of Loss
For the Year Ended December 31, 2004
With Management’s Assumptions Concerning Future Events
(Unaudited)

	Moliris			DIL							Pro Forma
	Dec. 31,			Dec. 31,							Consolidated
	2004			2004		Adjustments			Notes		Dec. 31, 2004
	$			$		$					$
REVENUE
Sales		673,216										673,216
Cost of Sales		531,172										531,172
		142,044			—							142,044
OPERATING EXPENSES
Salaries, wages and commissions		286,814										286,814
Selling, general and administrative		666,640			62,456							729,096
Bad debts		210,811										210,811
Rent		282,088										282,088
Depreciation		10,956										10,956
Asset impairment, and settlement of lawsuit		846,000										846,000
(Gain) on settlement on amounts due												—
to related parties							(222,477	)		2		(222,477	)
		2,303,309			62,456							2,143,288
Loss before other items		2,161,265			62,456							2,001,244
Interest expense		7,277										7,277
Interest income		(36,885	)									(36,885	)
		(29,608	)		—							(29,608	)
Loss from continuing operations		2,131,657			62,456							1,971,636
DISCONTINUED OPERATIONS
Operating loss from discontinued operations		2,149,361										2,149,361
(Gain) on sale of subsidiary							(2,708,536	)		1		(2,708,536	)
		2,149,361			—							(559,175	)
Net Loss		4,281,018			62,456							1,412,461

Moliris Corp.
Pro Forma Consolidated Balance Sheet
June 30, 2005
With Management’s Assumptions Concerning Future Events
(Unaudited)

	Moliris			DIL								Pro Forma
	June 30,			June 30,								Consolidated
	2005			2005			Adjustments			Notes		June 30, 2005
ASSETS	$			$			$					$
Cash		18,293			119,899								138,192
Accounts receivable		8,826			9,668								18,494
Notes receivable		—			—								—
Due from DIL		962,550			—			(962,550	)		7		—
Inventory		—			17,799								17,799
Prepaid Expenses		5,182			53,738								58,920
		994,851			201,104								233,405
Investment in DIL		—			—						3,5		—
Equipment		—			492,246								492,246
Capitalized software		—			357,532								357,532
		—			849,778								849,778
		994,851			1,050,882								1,083,183
LIABILITIES
Accounts payable		433,568			178,386			(240,000	)		1		371,954
Notes payable		—			—								—
Notes payable in default		233,655			—			(178,500	)		1		55,155
Contract payable		—			163,212								163,212
Guarantee of bank loan payable		138,451			—			(138,451	)		1		—
Accrued expenses		2,324,113			—			(1,692,000	)		1		632,113
Due to related parties		222,477			962,550			(1,185,027	)		2,7		—
Advances payable		—			290,251			(290,251	)		5		—
Net liabilities of discontinued operations		501,242			—			(501,242	)		1		—
		3,853,506			1,594,399								1,222,434
STOCKHOLDERS’ DEFICIENCY
Common stock		10,740			202			10,379			3,4,5		21,321
Subscriptions received		—			—								—
Additional paid in capital		2,507,777			38,506			(2,124,630	)		5,6		421,653
Cumulative translation adjustment		—			(1,398	)							(1,398	)
Accumulated deficit		(5,377,172	)		(580,827	)		5,377,172			1,2,6		(580,827	)
		(2,858,655	)		(543,517	)							(139,251	)
		994,851			1,050,882								1,083,183

Moliris Corp.
Pro Forma Consolidated Statement of Loss
For the Six Months Ended June 30, 2005
With Management’s Assumptions Concerning Future Events
(Unaudited)

	Moliris			DIL								Pro Forma
	June 30,			June 30,								Consolidated
	2005			2005			Adjustments			Notes		June 30, 2005
	$			$			$					$
REVENUE
Sales		—			—								—
Cost of Sales		—			—								—
		—			—								—
OPERATING EXPENSES
Salaries, wages and commissions		1,969			—								1,969
Selling, general and administrative		61,721			501,499								563,220
Bad debts		—			—								—
Rent		102,665			562								103,227
Depreciation		—			16,013								16,013
Asset impairment, and settlement of lawsuit		—			—								—
(Gain) on settlement on amounts due		—			—								—
to related parties		—			—								—
		166,355			518,074								684,429
Loss before other items		166,355			518,074								684,429
Interest expense		27,411			—								27,411
Interest income		(8,500	)		(20	)							(8,520	)
		18,911			(20	)							18,891
Loss from continuing operations		185,266			518,054								703,320
DISCONTINUED OPERATIONS
Operating loss from discontinued operations		37,933			—								37,933
(Gain) on sale of subsidiary		—			—			(41,657	)		1		(41,657	)
		37,933			—								(3,724	)
Net Loss		223,199			518,054								699,596

Moliris Corp.

Note to Pro Forma Consolidated Financial Statements

With Management’s Assumptions Concerning Future Events

(Unaudited)

Basis of Presentation:

Moliris Corp. (Moliris) is incorporated under the laws of Florida, USA

Digifonica (International) Ltd. (DIL) is incorporated under the laws of Gibraltar.

Digifonica Canada Inc. (DCI) is incorporated under the laws of Canada and is a wholly owned subsidiary of DIL. Digifonica Intellectual Properties Limited (DIP) is incorporated under the laws of Gibraltar and is also a wholly owned subsidiary of DIL.

These pro forma consolidated financial statements have been prepared to reflect the exchange of shares between Moliris and DIL. Since Moliris will acquire 100% of the outstanding shares of DIL by issuing 10 million shares of Moliris to the former stockholders of DIL, the transaction will be accounted for as a recapitalization by Moliris. Under the recapitalization treatment, Moliris will become the legal parent of DIL, however, DIL is considered to have acquired Moliris. After the share exchange, the consolidated entity will endeavor to raise additional capital in order to fund DCI’s activities.

These pro forma consolidated financial statements also reflect the anticipated reduction in certain liabilities of Moliris as a result of (1) selling all of the assets and operations of Ranging, Corp., a wholly owned subsidiary of Moliris and (2) the settlement of certain liabilities related to outstanding litigation.

The unaudited pro forma consolidated financial statements have been prepared to give effect to the following proposed transactions in connection with the exchange of shares of Moliris and DIL.

1) After the sale of a wholly owned subsidiary of Moliris; Ranging Corp. to a former officer of Moliris and the settlement of certain liabilities related to outstanding litigation, management believes liabilities will be reduced by the following amounts:

Accounts payable	$	240,000
Bank loan guarantee		138,451
Notes payable		178,500
Accrued liabilities		1,692,000
Other liabilities		501,242

2) Debt owing to a related party of Moliris in the amount of $222,477 will be satisfied by the assignment of other related party receivables.

Moliris Corp.

Note to Pro Forma Consolidated Financial Statements

With Management’s Assumptions Concerning Future Events

(Unaudited)

3) Moliris will acquire all of the issued and outstanding shares of DIL and its wholly owned subsidiaries DCI and DIP in exchange for 10 million newly issued shares of Moliris. These shares will be valued at $10,000. This transaction will be treated as a recapitalization.

4) 8,393,000 shares of Moliris were issued during the second quarter of 2005 for net proceeds of $1,111,618. For purposes of these consolidated pro forma financial statements these shares have been presented as though they were issued at January 1, 2005.

5) Subsequent subscriptions are converted to equity. These pro forma consolidated financial statements have been prepared as though the shares were issued at January 1, 2005.

6) During a recapitalization, the stock structure of Moliris will be retained; however, the value of the consolidated entity’s stockholders’ deficiency will become the value of DIL’s stockholder’s deficiency. These transactions are summarized below.

As of December 31, 2004:

					Additional
	Number		Par		Paid in
	Issued		Value		Capital			Total
			$		$			$
Pre-Exchange		2,347,000		2,347		1,404,552			1,406,899
Issued to purchase DIL stock		10,000,000		10,000					10,000
(Pro forma adjustment)
On recapitalization						(2,194,252	)		(2,194,252	)
(Pro forma adjustment)
Issuance of stock		8,393,000		8,393		1,103,225			1,111,618
(Pro forma adjustment)
Subsequent subscriptions		581,000		581		289,670			290,251
(Pro forma adjustment)
Post-Exchange		21,321,000		21,321		603,195			624,516

Moliris Corp.

Note to Pro Forma Consolidated Financial Statements

With Management’s Assumptions Concerning Future Events

(Unaudited)

As of June 30, 2005:

					Additional
	Number		Par		Paid in
	Issued		Value		Capital			Total
			$		$			$
Pre-Exchange		10,740,000		10,740		2,507,777			2,518,517
Issued to purchase DIL stock		10,000,000		10,000					10,000
(Pro forma adjustment)
On recapitalization						(2,375,794	)		(2,375,794	)
(Pro forma adjustment)
Subsequent subscriptions		581,000		581		289,670			290,251
(Pro forma adjustment)
Post-Exchange		21,321,000		21,321		421,653			442,974

7) All material inter-company transactions between Moliris and DIL have been eliminated.

8) Does not include 530,000 warrants for 265,000 shares of Moliris common stock exercisable at $1 per share.

The accompanying unaudited pro forma consolidated balance sheet of Moliris Corp. as at June 30, 2005 and December 31, 2004 and the unaudited pro forma consolidate statements of loss and deficit of Moliris Corp. for the six months ended June 30, 2005 and the year ended December 31, 2004 have been prepared by the management of Digifonica (International) Ltd. (Management) on behalf of Moliris Corp. using the accounting principles disclosed in the consolidated financial statement of Moliris Corp. In the opinion of Management, the unaudited pro forma consolidated balance sheet and unaudited pro forma consolidated statement of income include all adjustments necessary for the fair presentation of the proposed transactions in accordance with generally accepted accounting principles.

Moliris Corp.

Note to Pro Forma Consolidated Financial Statements

With Management’s Assumptions Concerning Future Events

(Unaudited)

The pro forma consolidated financial statements may not be indicative of the financial position and results of operations that would have occurred if the proposed transactions had been in effect on the dates indicated or of the financial position or operating results which may be obtained in the future.

The unaudited pro forma consolidated balance sheet of Moliris Corp. as of June 30, 2005 has been prepared from information derived from the unaudited consolidated balance sheet of Moliris Corp. and the unaudited consolidated balance sheet of Digifonica (International Ltd.) as of June 30, 2005 and the adjustments and assumptions outlined above. The unaudited pro forma consolidated statement of loss and deficit of Moliris Corp. for the six months ended June 30, 2005 has been derived from the unaudited consolidated statement of loss and deficit of Moliris Corp. for the six months ended June 30, 2005 and the unaudited consolidated statement of loss and deficit of Digifonica (International) Ltd. for the six months ended June 30, 2005 and the adjustments and assumptions outlined above.

The unaudited pro forma consolidated balance sheet of Moliris Corp. as at December 31, 2004 has been prepared from information derived from the audited consolidated balance sheet of Moliris Corp. and the audited consolidated balance sheet of Digifonica (International Ltd.) as of December 31, 2004 and the adjustments and assumptions outlined above. The unaudited pro forma consolidated statement of loss and deficit of Moliris Corp. for the year ended December 31, 2004 has been derived from the audited consolidated statement of loss and deficit of Moliris Corp. for the year ended December 31, 2004 and the audited consolidated statement of loss and deficit of Digifonica (International) Ltd. for the year ended December 31, 2004 and the adjustments and assumptions outlined above.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MOLIRIS CORP.
Dated: September 22, 2005	By:	/s/ Clyde Parks
	Name:		Clyde Parks,
	Principal Executive Officer

(c) Exhibits

2.1	Exchange Agreement among the Company, Digifonica and the stockholders of Digifonica, dated as of April 25, 2005
3.1	Memorandum of Association of Digifonica
3.2	Articles of Association of Digifonica
4.1	Excerpts from the Memorandum of Association of Digifonica defining the rights of holders
21.1	Subsidiaries of Digifonica

EX-2.1

Exhibit 2.1

EXCHANGE AGREEMENT

Between

MOLIRIS CORP.,

DIGIFONICA (INTERNATIONAL) LIMITED and

THE SHAREHOLDERS OF DIGIFONICA (INTERNATIONAL) LIMITED

Dated as of April 25, 2005

TABLE OF CONTENTS

ARTICLE I	REPRESENTATIONS, COVENANTS, AND WARRANTIES OF DIGIFONICA	1
Section 1.01	Due Organization and Qualification	1
Section 1.02	Authorization; Non-Contravention; Approvals	1
Section 1.03	Capitalization	2
Section 1.04	Subsidiaries and Predecessor Corporations	3
Section 1.05	Financial Statements	3
Section 1.06	Liabilities and Obligations	3
Section 1.07	Taxes	3
Section 1.08	Absence of Certain Changes or Events	3
Section 1.09	Assets	5
Section 1.10	Litigation and Compliance with Law	5
Section 1.11	Material Contracts	5
Section 1.12	Material Contract Defaults	6
Section 1.13	Labor and Employee Relations	6
Section 1.14	Insurance	6
Section 1.15	Material Transactions with Affiliates	7
Section 1.16	Digifonica Schedules	7
Section 1.17	Disclosure	7
ARTICLE II	REPRESENTATIONS, COVENANTS, AND WARRANTIES OF THE DIGIFONICA SHAREHOLDERS	8
ARTICLE III	REPRESENTATIONS, COVENANTS, AND WARRANTIES OF MOLIRIS	8
Section 3.01	Due Organization and Qualification	8
Section 3.02	Authorization; Non-Contravention; Approvals	8
Section 3.03	Capitalization	9
Section 3.04	Subsidiaries and Predecessor Corporations	9
Section 3.05	Financial Statements	9
Section 3.06	Liabilities and Obligations	9
Section 3.07	Taxes	10
Section 3.08	Absence of Certain Changes or Events	10
Section 3.09	Assets	11
Section 3.10	Litigation and Compliance with Law	12
Section 3.11	Material Contracts	12
Section 3.12	Labor and Employee Relations	12
Section 3.13	Schedules	12
Section 3.14	Shareholders ’Equity	12
ARTICLE IV	PLAN OF EXCHANGE	12
Section 4.01	The Exchange	12
Section 4.02	Appointment of New Director	13

Section 4.03	Closing	13
Section 4.04	Closing Events	13
Section 4.05	Escrow of Exchanged Moliris Stock	13
ARTICLE V	SPECIAL COVENANTS	13
Section 5.01	Access to Properties and Records	13
Section 5.02	Delivery of Books and Records	14
Section 5.03	Special Covenants and Representations Regarding the Exchanged
	Moliris Stock	14
Section 5.04	Third Party Consents and Certificates	14
Section 5.05	Actions Prior to Closing	14
Section 5.06	Press Release	15
Section 5.07	Indemnification	15
ARTICLE VI	CONDITIONS PRECEDENT TO OBLIGATIONS OF DIGIFONICA AND THE DIGIFONICA SHAREHOLDERS	16
Section 6.01	Accuracy of Representations	16
Section 6.02	Litigation Certificates	16
Section 6.03	No Material Adverse Change	16
Section 6.04	Good Standing	16
Section 6.05	Board of Directors Approval	16
Section 6.06	Other Items	16
ARTICLE VII	CONDITIONS PRECEDENT TO OBLIGATIONS OF MOLIRIS	17
Section 7.01	Accuracy of Representations	17
Section 7.02	Stockholder Approval	17
Section 7.03	Litigation Certificate	17
Section 7.04	No Material Adverse Change	17
Section 7.05	Good Standing	17
Section 7.06	Other Items	18
ARTICLE VIII	MISCELLANEOUS	18
Section 8.01	Further Assurances	18
Section 8.02	Brokers	18
Section 8.03	Governing Law	18
Section 8.04	Notices	19
Section 8.05	Attorney’s Fees	19
Section 8.06	Confidentiality	19
Section 8.07	Schedules; Knowledge	19
Section 8.08	Third Party Beneficiaries	19
Section 8.09	Entire Agreement	19
Section 8.10	Survival; Termination	20
Section 8.11	Counterparts	20
Section 8.12	Amendment or Waiver	20

ii

EXCHANGE AGREEMENT

     THIS EXCHANGE AGREEMENT (hereinafter referred to as this “Agreement”), is entered into as of this 25th day of April, 2005 (the “Effective Date”), by and among DIGIFONICA (INTERNATIONAL) LIMITED, a Gibraltar corporation (“Digifonica”), those persons identified in Exhibit “A”, attached hereto, who are the beneficial owners of Ten Million (10,000,000) shares of capital stock of Digifonica, which constitutes 100% of the outstanding securities of Digifonica (“Digifonica Shareholders”), and MOLIRIS CORP., a Florida corporation (“Moliris”) which is a publicly-held company currently subject to the reporting requirements of Section 12(g) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

Premises

     This Agreement provides for the acquisition by Moliris of all of the issued and outstanding shares of Digifonica solely in exchange for voting shares of Moliris, on the terms and conditions hereinafter provided, all for the purpose of effecting a so-called “tax-free” reorganization pursuant to Section 368(a)(1)(B) of the Internal Revenue Code of 1954, as amended.

Agreement

     NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived herefrom, it is hereby agreed as follows:

ARTICLE I

REPRESENTATIONS, COVENANTS, AND WARRANTIES
OF DIGIFONICA

     As an inducement to, and to obtain the reliance of Moliris, Digifonica represents and warrants as follows:

     Section 1.01 Due Organization and Qualification. Digifonica is a corporation duly organized, validly existing, and in good standing under the laws of Gibraltar and is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities and to carry on its business in the places and in the manner as now conducted. Digifonica has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as such business is currently being conducted. Schedule 1.01, attached hereto, includes true, complete and correct copies of the Memorandum of Association and Articles of Association of Digifonica as in effect on the date hereof.

     Section 1.02 Authorization; Non-Contravention; Approvals.

     (a) Digifonica has the requisite power and authority to enter into this Agreement. The board of directors of Digifonica has authorized the execution, delivery and performance of this Agreement and has approved the transactions contemplated hereby, and approved the

EXCHANGE AGREEMENT

submission of this Agreement and the transactions contemplated hereby to the shareholders of Digifonica for their approval with the recommendation that the reorganization be accepted. No additional corporate proceedings on the part of Digifonica are necessary to authorize the execution and delivery of this Agreement and the consummation by Digifonica of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Digifonica, and assuming due authorization, execution and delivery hereof by Moliris, constitutes a valid and binding agreement of Digifonica enforceable against it in accordance with its terms.

     (b) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any encumbrance upon any of the properties or assets of Digifonica under any of the terms, conditions or provisions of (i) the Memorandum of Association and Articles of Association of Digifonica, (ii) any laws applicable to Digifonica or any of the properties or assets of Digifonica, or (iii) any material note, bond, indenture, mortgage, deed of trust, license, franchise, permit, concession, lease or other material instrument, obligation or agreement of any kind to which Digifonica is now a party or by which any of their properties or assets may be bound or affected.

     (c) Digifonica has all licenses, franchises, permits, and other governmental authorizations that are legally required to enable them to conduct their business in all material respects as conducted on the date hereof. Except for compliance with federal and state securities and corporation laws, as hereinafter provided, no declaration, filing or registration with, or notice to, or authorization, consent, approval or order of any governmental authority or third party is necessary for the execution and delivery of this Agreement by Digifonica or the consummation by Digifonica of the transactions contemplated hereby. Except as set forth in Schedule 1.02(c), attached hereto, none of the contracts or agreements with material customers or contracts providing for purchases or services or other material agreements, licenses or permits to which Digifonica is a party requires notice to, or the consent or approval of, any third party for the execution and delivery of this Agreement by Digifonica and the consummation of the transactions contemplated hereby.

     Section 1.03 Capitalization. The authorized capitalization of Digifonica consists of Ten Million (10,000,000) shares of capital stock, £.0 1 par value per share, of which Ten Million (10,000,000) shares are currently issued and outstanding. All of the issued and outstanding shares of Digifonica are owned beneficially and of record by the shareholders set forth in Schedule 1.03, attached hereto. All of the issued and outstanding shares of Digifonica have been duly authorized and validly issued, are fully paid and nonassessable, and were offered, issued, sold and delivered by Digifonica in compliance with all applicable laws, including, without limitation, those laws concerning the issuance of securities. None of such shares were issued in violation of the pre-emptive rights of any past or present shareholder. No subscription, option, warrant, call, convertible or exchangeable security, other conversion right or commitment of any kind exists which obligates Digifonica to issue any of its outstanding capital stock or to purchase any capital stock of Digifonica.

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     Section 1.04 Subsidiaries and Predecessor Corporations. Other than as set forth in Schedule 1.04, attached hereto, Digifonica does not own, of record or beneficially, or control, directly or indirectly, any capital stock, securities convertible into or exchangeable for capital stock of any other equity interest in any corporation, association or other business entity. Digifonica is not directly or indirectly, a participant in any joint venture, limited liability company, partnership or other noncorporate entity.

     Section 1.05 Financial Statements.

     (a) Schedule 1.05(a), attached hereto, includes the audited balance sheet of Digifonica as of December 31, 2004, together with an audited statement of operations and cash flow from July 17, 2004 through December 31, 2004 (to be provided within five days of the Closing Date) and an unaudited balance sheet as of the Closing Date.

     (b) All such financial statements have been prepared in accordance with generally accepted accounting principles. The audited balance sheet presents fairly, as of its date, the financial condition of Digifonica. The statements of income, stockholders’ equity, and changes in financial condition of Digifonica reflect fairly the information required to be set forth therein by generally accepted accounting principles. The books of account of Digifonica have been kept accurately in all material respects in the ordinary course of business, the transaction entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of Digifonica have been properly recorded therein in all material respects.

     Section 1.06 Liabilities and Obligations. Digifonica did not have, as of the date of its balance sheet, nor has incurred since that date, except as and to the extent reflected or reserved against therein, any liabilities or obligations (whether absolute, accrued, contingent or otherwise) of any nature which should be reflected in a balance sheet or the notes thereto, prepared in accordance with generally accepted accounting principles.

     Section 1.07 Taxes. Digifonica has timely filed all requisite federal, state, local and other tax returns for all fiscal periods ended on or before the date hereof, and has duly paid in full or made adequate provision in the financial statements for the payment of all taxes for all periods ending at or prior to the date hereof. Schedule 1.07, attached hereto, includes true and correct copies of the federal income tax returns of Digifonica filed since its date of inception. To Digifonica’s actual knowledge, there are no examinations in progress or claims against Digifonica relating to taxes for any period prior to and including the balance sheet date and no written notice of any claim for taxes, whether pending or threatened, has been received. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. Digifonica does not owe any unpaid federal, state, county, local or other taxes (including any deficiencies, interest or penalties) through the date hereof, for which Digifonica may be liable in its own right or as a transferee of the assets of, or as a successor to, any other corporation or entity. Furthermore, except as accruing in the normal course of business, Digifonica does not owe any accrued and unpaid taxes to date of this Agreement.

     Section 1.08 Absence of Certain Changes or Events. Since March 31, 2005, except as set forth in this Agreement or in Schedule 1.08, attached hereto, Digifonica has conducted its operations in the ordinary course of business and there has not been:

EXCHANGE AGREEMENT

     (a) any material adverse change in the business, operations, properties, condition (financial or otherwise), assets, liabilities (contingent or otherwise), results of operations or prospects of Digifonica;

     (b) any damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets or condition of Digifonica;

     (c) any change in the authorized capital stock of Digifonica or in its outstanding securities or any change in the Digifonica Shareholders’ ownership interests in Digifonica or any grant of any options, warrants, calls, conversion rights or commitments with respect to securities of Digifonica;

     (d) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of Digifonica;

     (e) any increase in the compensation payable or to become payable by Digifonica, including any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, to any of their respective officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees, which bonuses and salary increases are set forth in Schedule 1.08(e), attached hereto;

     (f) any significant work interruptions, labor grievances or claims filed;

     (g) except for the Agreement, any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of Digifonica to any person, including, without limitation, the Digifonica Shareholders, except assets, properties or rights not used or useful in its business which, in the aggregate have a value of less than US $1,000;

     (h) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to Digifonica, except debts or claims which in the aggregate are of a value less than US $1,000;

     (i) any increase in the indebtedness of Digifonica, other than accounts payable incurred in the ordinary course of business or incurred in connection with the transactions contemplated by this Agreement;

     (j) any plan, agreement or arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of Digifonica or requiring consent of any party to the transfer and assignment of such assets, property or rights;

     (k) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of Digifonica’s business;

     (l) any waiver of any material rights or claims of Digifonica;

EXCHANGE AGREEMENT

     (m) any material breach, amendment or termination of any material contract, agreement, permit or other right to which Digifonica is a party or any of their property is subject;

     (n) any material change in Digifonica’s method of management, operation or accounting; or

     (o) any other material transaction by Digifonica outside the ordinary course of business.

     Section 1.09 Assets. Digifonica has good and indefeasible title to all of its properties, inventory, interests in properties, and assets, both real and personal, which are reflected in the most recent audited balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in Schedule 1.09, attached hereto. Except as set forth in Schedule 1.09, attached hereto, Digifonica owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products they are currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with Digifonica’s business. Except as set forth in Schedule 1.09, attached hereto, no third party has any right to, and Digifonica has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names or copyrights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a materially adverse affect on the business, operations, financial condition, income or business prospects of Digifonica or any material portion of their properties, assets, or rights.

     Section 1.10 Litigation and Compliance with Law. There are no claims, actions, suits, proceedings or investigations pending or, to the knowledge of Digifonica, threatened against or affecting Digifonica, at law or in equity, or before or by any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. No written notice of any claim, action, suit, proceeding or investigation, whether pending or threatened, has been received by Digifonica and, to Digifonica’s knowledge, there is no basis therefor. Digifonica does not have any knowledge of any default on their part with respect to any judgment, order, writ, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default. Digifonica has conducted and is conducting its business in compliance with all laws applicable to them, their assets or the operation of their business, except to the extent that noncompliance would not materially and adversely affect the business, operations, assets or condition of Digifonica or except to the extent that noncompliance would not result in the incurrence of any material liability for Digifonica.

     Section 1.11 Material Contracts.

     (a) Except as included or described in Schedule 1.11, attached hereto, there are no material contracts, agreements, franchises, license agreements or other commitments to which

EXCHANGE AGREEMENT

Digifonica is a party or by which they or any of their assets, products, technology or properties are bound;

     (b) All contracts, agreements, franchises, license agreements and other commitments to which Digifonica is a party, or by which its properties are bound, and which are material to the operations of Digifonica taken as a whole are valid and enforceable by Digifonica in all respects, except as limited by bankruptcy and insolvency laws and by other laws affecting the rights of creditors generally;

     (c) Digifonica is not a party to or bound by, and the properties of Digifonica are not subject to, any contract, agreement other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree or award which materially and adversely affects, or in the future may be foreseeable to materially and adversely affect, the business, operations, properties, assets or condition of Digifonica; and

     (d) Except as included or described in Schedule 1.11, attached hereto, or reflected in the most recent balance sheet, Digifonica is not a party to any oral or written (i) agreement, contract or indenture relating to the borrowing of money; (ii) guaranty of any obligation, other than one on which Digifonica is a primary obligor, for the borrowing of money or otherwise, excluding endorsements made for collection and other guaranties of obligations, which, in the aggregate do not exceed more than one year or providing for payments in excess of US $1,000 in the aggregate; or (iii) contract, agreement or other commitment involving payments by it of more than US $1,000 in the aggregate.

     Section 1.12 Material Contract Defaults. Digifonica is not in default in any material respect under the terms of any outstanding contract, agreement, lease or other commitment which is material to the business, operations, properties, assets or condition of Digifonica, and there is no event of default in any material respect under any such contract, agreement, lease, or other commitment in respect of which Digifonica has not taken adequate steps to prevent such a default from occurring.

     Section 1.13 Labor and Employee Relations. Digifonica is not bound by or subject to any oral or written (i) contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, agreement, or arrangement covered by Title IV of the Employee Retirement Income Security Act, as amended (“ERISA”); (iii) collective bargaining agreement; or (iv) agreement with any present or former officer or director of Digifonica. There is no pending or, to Digifonica’s knowledge, threatened labor dispute involving Digifonica and any group of its employees nor has Digifonica experienced any significant labor interruptions over the past five years. Digifonica is not bound by or subject to any arrangement with any labor union. No employees of Digifonica are represented by any labor union or covered by any collective bargaining agreement nor, to Digifonica’s knowledge, is any campaign to establish such representation in progress. Digifonica has no knowledge of any significant issues or problems in connection with the relationship with its employees.

     Section 1.14 Insurance. All the insurable properties of Digifonica are insured for their full replacement value against all risks customarily insured against by persons operating similar properties in localities where such properties are located and under valid and enforceable policies by insurers of

EXCHANGE AGREEMENT

recognized responsibility. Such policy or policies containing substantially equivalent coverage will be outstanding on the date of consummation of the transactions contemplated by this Agreement.

     Section 1.15 Material Transactions with Affiliates. Set forth in Schedule 1.15, attached hereto, is a description of every material contract, agreement, or arrangement between Digifonica and any predecessor and any person who was at the time of such contract, agreement, or arrangement an officer, director, or person owning of record, or known by Digifonica to own beneficially, five percent (5%) or more of the issued and outstanding capital stock of Digifonica and which is to be performed in whole or in part after the date hereof or which was entered into not more than three years prior to the date hereof. In all of such transactions, the amount paid or received, whether in cash, in services, or in kind, is, had been during the full term thereof, and is required to be during the unexpired portion of the term thereof, no less favorable to Digifonica than terms available from otherwise unrelated parties in arm’s length transactions. Except as disclosed in Schedule 1.15, attached hereto, or otherwise disclosed herein, no officer, director, or five percent (5%) shareholder of Digifonica has had any interest, direct or indirect, in any material transaction with Digifonica. There are no commitments by Digifonica, whether written or oral, to lend any funds to, borrow any money from, or enter into any other material transaction with, any such affiliated person.

     Section 1.16 Digifonica Schedules. Digifonica has delivered to Moliris as a part of this Agreement the following additional schedules, all certified by the president of Digifonica as complete, true, and correct:

     (a) Schedule 1.16(a), attached hereto, containing a description of all real property owned by Digifonica, together with a description of every mortgage, deed of trust, pledge, lien, agreement, encumbrance, claim, or equity interest of any nature whatsoever in such real property;

     (b) Schedule 1.16(b), attached hereto, listing the accounts receivable and notes and other obligations receivable of Digifonica as of March 1, 2005, or that arose thereafter other than in the ordinary course of business of Digifonica, indicating the debtor and amount, and classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set offs, reimbursements, discounts, or other adjustments which are in the aggregate material and due to or claimed by such creditor;

     (c) Schedule 1.16(c), attached hereto, listing the accounts payable and notes and other obligations payable of Digifonica as of March 1, 2005, or that arose thereafter other than in the ordinary course of the business of Digifonica, indicating the creditor and amount, classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set-offs, reimbursements, discounts, or other adjustments, which in the aggregate are material and due or payable to Digifonica respecting such obligations;

     (d) Schedule 1.16(d), attached hereto, containing a copy of the board of directors’ and shareholders’ minutes of Digifonica since inception.

     Section 1.17 Disclosure. The information set forth in this Agreement and in the Schedules attached hereto is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

EXCHANGE AGREEMENT

ARTICLE II

REPRESENTATIONS, COVENANTS, AND WARRANTIES
OF THE DIGIFONICA SHAREHOLDERS

     As an inducement to, and to obtain reliance of Moliris, each Digifonica Shareholder hereby represents and warrants with respect to itself that it is the legal and beneficial owner of the number of Digifonica shares set forth opposite its name at the foot of this agreement, free and clear of any claims, charges, equities, liens, security interests, and encumbrances whatsoever, and each such shareholder has full right, power, and authority to transfer, assign, convey, and deliver its Digifonica shares; and delivery of such shares at the closing will convey to Moliris good and marketable title to such shares free and clear of any claims, charges, equities, liens, security interests, and encumbrances whatsoever.

ARTICLE III

REPRESENTATIONS, COVENANTS, AND WARRANTIES
OF MOLIRIS

     As an inducement to, and to obtain the reliance of Digifonica and the Digifonica Shareholders, Moliris represents and warrants as follows:

     Section 3.01 Due Organization and Qualification. Moliris is a corporation duly organized, validly existing, and in good standing under the laws of the State of Florida and is duly authorized and qualified to do business under all applicable laws, regulations, ordinances and orders of public authorities and to carry on its business in the places and in the manner as now conducted. Moliris has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as such business is currently being conducted. Schedule 3.01, attached hereto, includes true, complete and correct copies of the Articles of Incorporation, (as amended) and Bylaws (as amended) of Moliris as in effect on the date hereof.

     Section 3.02 Authorization; Non-Contravention; Approvals.

     (a) Moliris has the requisite power and authority to enter into this Agreement. The board of directors of Moliris has authorized the execution, delivery and performance of this Agreement and has approved the transactions contemplated hereby. No additional corporate proceedings on the part of Moliris are necessary to authorize the execution and delivery of this Agreement and the consummation by Moliris of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Moliris, and, assuming due authorization, execution and delivery hereof by Digifonica and the Digifonica Shareholders, constitutes a valid and binding agreement of Moliris, enforceable against Moliris in accordance with its terms.

     (b) The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement in accordance with the terms hereof will not, violate or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under,

EXCHANGE AGREEMENT

or result in the creation of any encumbrance upon any of the properties or assets of Moliris under any of the terms, conditions or provisions of (i) the Articles of Incorporation or Bylaws, (ii) any laws applicable to Moliris or any of the properties or assets of Moliris, or (iii) any material note, bond, indenture, mortgage, deed of trust, license, franchise, permit, concession, lease or other material instrument, obligation or agreement of any kind to which Moliris is now a party or by which any of its properties or assets may be bound or affected.

     Section 3.03 Capitalization. The authorized capitalization of Moliris consists of Fifty Million (50,000,000) shares of common stock, US $0.00 1 par value per share, of which Two Million Three Hundred Forty Seven Thousand Two Hundred (2,347,200) shares are currently issued and outstanding. All of the issued and outstanding shares of Moliris are owned beneficially and of record by the shareholders set forth in Schedule 3.03, attached hereto. All of the issued and outstanding shares of Moliris have been duly authorized and validly issued, are fully paid and nonassessable, and were offered, issued, sold and delivered by Moliris in compliance with all applicable laws, including, without limitation, those laws concerning the issuance of securities. None of such shares were issued in violation of the pre-emptive rights of any past or present shareholder. No subscription, option, warrant, call, convertible or exchangeable security, other conversion right or commitment of any kind exists which obligates Moliris to issue any of its outstanding capital stock or to purchase any capital stock of Moliris.

     Section 3.04 Subsidiaries and Predecessor Corporations. Moliris does not own, of record or beneficially, or control, directly or indirectly, any capital stock, securities convertible into or exchangeable for capital stock of any other equity interest in any corporation, association or other business entity. Moliris is not, directly or indirectly, a participant in any joint venture, limited liability company, partnership or other noncorporate entity.

     Section 3.05 Financial Statements.

     (a) Schedule 3.05(a), attached hereto, includes the audited balance sheet of Moliris as of December 31, 2004, together with an audited statement of operations and cash flow for the fiscal year ended December 31, 2004.

     (b) Schedule 3.05(b), attached hereto, includes the unaudited balance sheet of Moliris as of the Effective Date of this Agreement, together with an unaudited statement of operations and cash flow for the current fiscal year as of the Effective Date of this Agreement.

     (c) All such financial statements have been prepared in accordance with generally accepted accounting principles. The audited balance sheet presents fairly, as of its date, the financial condition of Moliris. The statements of income, stockholders’ equity, and changes in financial condition reflect fairly the information required to be set forth therein by generally accepted accounting principles. The books of account of Moliris have been kept accurately in all material respects in the ordinary course of business, the transaction entered therein represent bona fide transactions, and the revenues, expenses, assets and liabilities of Moliris have been properly recorded therein in all material respects.

     Section 3.06 Liabilities and Obligations. Moliris did not have, as of the date of such balance sheet, nor has incurred since that date, except as and to the extent reflected or reserved against therein, any liabilities or obligations (whether absolute, accrued, contingent or otherwise) of any nature which

EXCHANGE AGREEMENT

should be reflected in a balance sheet or the notes thereto, prepared in accordance with generally accepted accounting principles.

     Section 3.07 Taxes. Moliris has timely filed all requisite federal, state, local and other tax returns for all fiscal periods ended on or before the date hereof, and has duly paid in full or made adequate provision in the financial statements for the payment of all taxes for all periods ending at or prior to the date hereof. Schedule 3.07, attached hereto, includes true and correct copies of the federal income tax returns of Moliris filed since its date of inception. There are no undisclosed examinations in progress or claims against Moliris relating to taxes for any period prior to and including the balance sheet date and no written notice of any claim for taxes, whether pending or threatened, has been received. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial. Moliris does not owe any undisclosed federal, state, county, local, or other taxes (including any deficiencies, interest, or penalties) through the date hereof, for which Moliris may be liable in its own right or as a transferee of the assets of, or as a successor to, any other corporation or entity. Furthermore, except as accruing in the normal course of business, Moliris does not owe any accrued and unpaid taxes to date of this Agreement.

     Section 3.08 Absence of Certain Changes or Events. Since December 31, 2004, except as set forth in this Agreement or in Schedule 3.08, attached hereto, Moliris has conducted its operations in the ordinary course of business and there has not been:

     (a) any material adverse change in the business, operations, properties, condition (financial or otherwise), assets, liabilities (contingent or otherwise), results of operations or prospects of Moliris;

     (b) any damage, destruction, or loss (whether or not covered by insurance) materially adversely affecting the business, operations, properties, assets or condition of Moliris;

     (c) any change in the authorized capital stock of Moliris or in its outstanding securities or any change in the shareholders’ ownership interests in Moliris or any grant of any options, warrants, calls, conversion rights or commitments with respect to securities of Moliris;

     (d) any declaration or payment of any dividend or distribution in respect of the capital stock or any direct or indirect redemption, purchase or other acquisition of any of the capital stock of Moliris;

     (e) any increase in the compensation payable or to become payable by Moliris, including any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, to any of its respective officers, directors, employees, consultants or agents, except for ordinary and customary bonuses and salary increases for employees in accordance with past practice, which bonuses and salary increases are set forth in Schedule 3.08(e), attached hereto;

     (f) any significant work interruptions, labor grievances or claims filed;

     (g) except for the Agreement, any sale or transfer, or any agreement to sell or transfer, any material assets, properties or rights of Moliris to any person, including, without

EXCHANGE AGREEMENT

limitation, the Moliris shareholders, except assets, properties or rights no used or useful in its business which, in the aggregate have a value of less than US $1,000;

     (h) any cancellation, or agreement to cancel, any indebtedness or other obligation owing to Moliris, except debts or claims which in the aggregate are of a value less than US $1,000;

     (i) any increase in the indebtedness of Moliris, other than accounts payable incurred in the ordinary course of business, consistent with past practices or incurred in connection with the transactions contemplated by this Agreement;

     (j) any plan, agreement, arrangement granting any preferential rights to purchase or acquire any interest in any of the assets, property or rights of Moliris or requiring consent of any party to the transfer and assignment of such assets, property or rights;

     (k) any purchase or acquisition of, or agreement, plan or arrangement to purchase or acquire, any property, rights or assets outside of the ordinary course of any of Moliris’ business;

     (l) any waiver of any material rights or claims of Moliris;

     (m) any material breach, amendment or termination of any material contract, agreement, permit or other right to which Moliris is a party or any of its property is subject;

     (n) any material change in Moliris’ method of management, operation or accounting;

     (o) any other material transaction by Moliris outside the ordinary course of business.

     Section 3.09 Assets. Moliris has good and indefeasible title to all of its properties, inventory, interests in properties, and assets, both real and personal, which are reflected in the most recent audited balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all liens, pledges, charges, or encumbrances except (a) statutory liens or claims not yet delinquent; (b) such imperfections of title and easements as do not and will not materially detract from or interfere with the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties; and (c) as described in Schedule 3.09, attached hereto. Except as set forth in Schedule 3.09, attached hereto, Moliris owns, free and clear of any liens, claims, encumbrances, royalty interests, or other restrictions or limitations of any nature whatsoever, any and all products it is currently manufacturing, including the underlying technology and data, and all procedures, techniques, marketing plans, business plans, methods of management, or other information utilized in connection with Moliris’ business. Except as set forth in Schedule 3.09, attached hereto, no third party has any right to, and Moliris has not received any notice of infringement of or conflict with asserted rights of others with respect to any product, technology, data, trade secrets, know-how, proprietary techniques, trademarks, service marks, trade names, or copyrights which, singly or in the aggregate, if the subject of an unfavorable decision, ruling, or finding, would have a materially adverse affect on the business, operations, financial condition, income, or business prospects of Moliris or any material portion of its properties, assets, or rights.

EXCHANGE AGREEMENT

     Section 3.10 Litigation and Compliance with Law. There are no undisclosed claims, actions, suits, proceedings or investigations pending or, to the knowledge of Moliris, threatened against or affecting Moliris, at law or in equity, or before or by any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. No undisclosed written notice of any claim, action, suit, proceeding or investigation, whether pending or threatened, has been received by Moliris and, to Moliris’ knowledge, there is no basis therefor. Moliris does not have any knowledge of any undisclosed default on its part with respect to any judgment, order, writ, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances which, after reasonable investigation, would result in the discovery of such a default. Moliris has conducted and is conducting its business in compliance with all laws applicable to it, it assets or the operation of its business, except to the extent that noncompliance would not materially and adversely affect the business, operations, assets or condition of Moliris or except to the extent that noncompliance would not result in the incurrence of any material liability for Moliris.

     Section 3.11 Material Contracts.

     Except for this Agreement and as set forth in Schedule 3.11, attached hereto, Moliris has not entered into any contract with any other party.

     Section 3.12 Labor and Employee Relations. Moliris does not have any employees.

     Section 3.13 Schedules. Moliris has delivered to Digifonica as a part of this Agreement the following additional schedules, all certified by the chief executive officer of Moliris as complete, true, and correct:

     (a) Schedule 3.13(a), attached hereto, containing a statement of cash on hand;

     (b) Schedule 3.13(b), attached hereto, listing the accounts payable and notes and other obligations payable of Moliris as of December 31, 2004, or that arose thereafter other than in the ordinary course of the business of Moliris, indicating the creditor and amount, classifying the accounts to show in reasonable detail the length of time, if any, overdue, and stating the nature and amount of any refunds, set-offs, reimbursements, discounts, or other adjustments, which in the aggregate are material and due or payable to Moliris respecting such obligations;

     (c) Schedule 3.13(c), attached hereto, containing a copy of the board of directors’ minutes approving the transaction associated with this Agreement.

     Section 3.14 Shareholders’ Equity. At or prior to Closing, there shall be at least US $23,000 of cash in Moliris and no liabilities.

ARTICLE IV PLAN OF EXCHANGE

     Section 4.01 The Exchange. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 4.05), each of the Digifonica Shareholders hereby

EXCHANGE AGREEMENT

agrees to assign, transfer, and deliver to Moliris, free and clear of all liens, pledges, encumbrances, charges, restrictions, or known claims of any kind, nature, or description, the number of shares of capital stock of Digifonica set after his signature at the foot of this Agreement, in the aggregate constituting all of the issued and outstanding shares of capital stock of Digifonica, or Ten Million (10,000,000) shares, and Moliris agrees to acquire such shares on such date by issuing and delivering in exchange therefor solely shares of Moliris restricted Class A common stock, par value US $0.00 1 per share, in the amount of One (1) share of Moliris for each outstanding share of Digifonica, or an aggregate amount of Ten Million (10,000,000) shares of Moliris Class A common stock (the “Exchanged Moliris Stock”). At the Closing, each of the Digifonica Shareholders shall, on surrender of his certificate or certificates representing such Digifonica shares to the registrar and transfer agent for Moliris, be entitled to receive a certificate or certificates evidencing shares of the Exchanged Moliris Stock as provided herein. Upon the consummation of the transaction contemplated herein, all shares of capital stock of Digifonica shall be held by Moliris.

     Section 4.02 Appointment of New Director. In connection with the Closing of the transactions contemplated by this Agreement, the existing director of Moliris shall appoint Clay Perreault as a director of Moliris and elect Clay Perreault to be chief executive officer of Moliris, to serve until the next annual stockholders’ meeting of Moliris and their successors shall have been elected and qualified.

     Section 4.03 Closing. The closing (“Closing”) of the transactions contemplated by this Agreement shall be on a date and at such time as the parties may agree (“Closing Date”), within the ten-day period commencing with the last to occur of the following: the Moliris board of directors’ meeting approving this Agreement or such date as may be prescribed by any federal or state regulatory agency or authority prior to which the transactions contemplated hereby may not be effectuated. Such Closing shall take place on or about April 25, 2005, at the offices of Moliris in Fort Worth, Texas.

     Section 4.04 Closing Events. At the Closing, each of the respective parties hereto shall execute, acknowledge, and deliver (or shall cause to be executed, acknowledged, and delivered) any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings, or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.

     Section 4.05 Escrow of Exchanged Moliris Stock. The shares of Exchanged Moliris Stock shall be held pursuant to the terms and conditions of an escrow agreement (the “Escrow Agreement”) by and among Moliris, the Digifonica Shareholders and Clark Wilson (the “Escrow Agent”) in substantially the form attached hereto as Exhibit “B”.

ARTICLE V SPECIAL COVENANTS

     Section 5.01 Access to Properties and Records. Moliris and Digifonica will each afford to the officers and authorized representatives of the other full access to the properties, books, and records of each other as the case may be, in order that each may have full opportunity to make such reasonable investigation as it shall desire to make of the affairs of the other, and each will furnish the other with such

EXCHANGE AGREEMENT

additional financial and operating data and other information as to the business and properties of each other, as the case may be, as the other shall from time to time reasonably request.

     Section 5.02 Delivery of Books and Records. At the Closing, each company shall deliver each other the originals of the corporate minute books, books of account, contracts, records, and all other books or documents now in each company’s possession or its representatives.

     Section 5.03 Special Covenants and Representations Regarding the Exchanged Moliris Stock. The consummation of this Agreement and the transactions herein contemplated, including the issuance of the Exchanged Moliris Stock to the shareholders of Digifonica as contemplated hereby, constitutes the offer and sale of securities under the Securities Act and applicable state statutes. Such transaction shall be consummated in reliance on exemptions from the registration and prospectus delivery requirements of such statutes which depend, inter alia, upon the circumstances under which the Digifonica Shareholders acquire such securities. In connection with reliance upon exemptions from the registration and prospectus delivery requirements for such transactions, at the Closing the Digifonica Shareholders shall deliver to Moliris letters of representation in the form attached hereto as Exhibit “F”.

     Section 5.04 Third Party Consents and Certificates. Moliris and Digifonica agree to cooperate with each other in order to obtain any required third party consents to this Agreement and the transactions herein and therein contemplated.

     Section 5.05 Actions Prior to Closing.

     (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Agreement or Schedules attached hereto or as permitted or contemplated by this Agreement, Moliris and Digifonica respectively, will each:

     1. carry on its business in substantially the same manner as it has heretofore;

     2. maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;

     3. maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;

     4. perform in all material respects all of its obligation under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;

     5. use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and

EXCHANGE AGREEMENT

       6. fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and
 state laws and all rules, regulations, and orders imposed by federal or state governmental authorities.

     (b) From and after the date of this Agreement until the Closing Date, neither Moliris nor Digifonica will:

     1. make any change in its Articles of Association, Articles of Incorporation, Memorandum of Association or Bylaws;

     2. take any action described in Section 1.08 in the case of Digifonica, or in Section 3.08, in the case of Moliris; or

     3. enter into or amend any contract, agreement, or other instrument of any of the types described in such party’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services.

     Section 5.06 Press Release. Moliris and Digifonica shall consult with each other as to the form and substance of any press release or other public disclosure of matters related to this Agreement or any of the transactions contemplated hereby; provided, however, that nothing herein shall be deemed to prohibit any party hereto from making any disclosure that is required to fulfill such party’s disclosure obligations imposed by law, including, without limitation, federal securities laws.

     Section 5.07 Indemnification.

     (a) Digifonica hereby agrees to indemnify Moliris, and each of the officers, agents and directors of Moliris as of the date of execution of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made under Article I of this Agreement. The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement. Indemnification shall include the right of the indemnified party to set-off with prior notice.

     (b) Moliris hereby agrees to indemnify Digifonica, the Digifonica Shareholders, and each of the officers, agents and directors of Digifonica as of the date of execution of this Agreement against any loss, liability, claim, damage, or expense (including, but not limited to, any and all expense whatsoever reasonably incurred in investigating, preparing, or defending against any litigation, commenced or threatened, or any claim whatsoever), to which it or they may become subject arising out of or based on any inaccuracy appearing in or misrepresentation made under Article III of this Agreement. The indemnification provided for in this paragraph shall survive the Closing and consummation of the transactions contemplated hereby and termination of this Agreement. Indemnification shall include the right of the indemnified party to set-off with prior notice.

EXCHANGE AGREEMENT

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF DIGIFONICA

AND THE DIGIFONICA SHAREHOLDERS

     The obligations of Digifonica and the Digifonica Shareholders under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:

     Section 6.01 Accuracy of Representations. The representations and warranties made by Moliris in this Agreement were true when made and shall be true at the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date (except for changes therein permitted by this Agreement), and Moliris shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by Moliris prior to or at the Closing. Digifonica shall be furnished with a certificate, signed by a duly authorized executive officer of Moliris and dated the Closing Date, to the foregoing effect.

     Section 6.02 Litigation Certificates. Digifonica shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized executive officer of Moliris to the effect that no litigation, proceeding, investigation, or inquiry is pending or, to the knowledge of Moliris threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement.

     Section 6.03 No Material Adverse Change. Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business, or operations of Moliris nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business, or operations of Moliris.

     Section 6.04 Good Standing. Digifonica shall have received a certificate of good standing from the Secretary of State of the state of Florida or other appropriate office, dated as of a date within ten days prior to the Closing Date certifying that Moliris is in good standing as a corporation in the state of Florida and has filed all tax returns required to have been filed by it to date and has paid all taxes reported as due thereon.

     Section 6.05 Board of Directors Approval. The Board of Directors of Moliris shall have approved this Agreement, the transactions contemplated hereby, and the other matters described in Section 4.01.

     Section 6.06 Other Items.

     (a) Digifonica shall have received Uniform Commercial Code certificates from the appropriate state of local authority or agency for each county and state in which any personal property of Moliris with a value in excess US $1,000 is situated, dated as of the Closing Date, to the effect that there are no liens on such personal property, other than those disclosed in Schedule 6.06(a) attached hereto.

EXCHANGE AGREEMENT

     (b) Digifonica and the Digifonica Shareholders shall have received from counsel to Moliris, a legal opinion addressed to Digifonica and the Digifonica Shareholders, dated as of the Closing Date in substantially the form attached hereto as Exhibit “C”.

     (c) Digifonica shall have been furnished with a certificate dated the Closing Date and signed by the Secretary of Moliris as to the officers of Moliris and the genuineness of their signatures, in substantially the form attached hereto as Exhibit “D”.

     (d) Digifonica shall have received such further documents, certificates, or instruments relating to the transactions contemplated hereby as Digifonica may reasonably request.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF MOLIRIS

     The obligations of Moliris under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:

     Section 7.01 Accuracy of Representations. The representations and warranties made by Digifonica and the Digifonica Shareholders in this Agreement were true when made and shall be true as of the Closing Date (except for changes therein permitted by this Agreement) with the same force and effect as if such representations and warranties were made at and as of the Closing Date, and Digifonica and the Digifonica Shareholders shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by Digifonica and the Digifonica Shareholders prior to or at the Closing. Moliris shall have been furnished with a certificate, signed by a duly authorized executive officer of Digifonica and dated the Closing Date, to the foregoing effect.

     Section 7.02 Stockholder Approval. The stockholders of Digifonica shall have approved this Agreement, the transactions contemplated hereby, and the other matters described in Section 4.01.

     Section 7.03 Litigation Certificate. Moliris shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized executive officer of Digifonica to the effect that no litigation, proceeding, investigation, or inquiry is pending or, to the best knowledge of Digifonica threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement.

     Section 7.04 No Material Adverse Change. Prior to the Closing Date, there shall not have occurred any material adverse change in the financial condition, business, or operations of Digifonica nor shall any event have occurred which, with the lapse of time or the giving of notice, may cause or create any material adverse change in the financial condition, business, or operations of Digifonica.

     Section 7.05 Good Standing. Moliris shall have received a certificate of good standing from the Registrar General’s Department in Gibraltar or other appropriate office, dated as of a date within ten days of the Closing Date certifying that Digifonica is in good standing as a corporation in Gibraltar and has filed all tax returns required to have been filed by it to date and has paid all taxes reported as due thereon.

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     Section 7.06 Other Items.

     (a) Moliris shall have received Uniform Commercial Code certificates (or its equivalent) from the appropriate state of local authority or agency for each county, state or province, as appropriate, in which any personal property of Digifonica with a value in excess US $1,000 is situated, dated as of the Closing Date, to the effect that there are no liens on such personal property, other than those disclosed in a schedule attached hereto.

     (b) Moliris shall have received a shareholders’ list of Digifonica containing the name, address, and number of shares held by each Digifonica Shareholder as of the Closing Date certified by an executive officer of Digifonica as being true, complete, and accurate.

     (c) Digifonica and the Digifonica Shareholders shall have executed and delivered to Moliris the Escrow Agreement attached hereto as Exhibit “B”.

     (d) Moliris shall have been furnished with a certificate dated the Closing Date and signed by the Secretary of Digifonica as to the officers of Digifonica and the genuineness of their signatures, in substantially the form attached hereto as Exhibit “E”.

     (e) Moliris shall have received such further documents, certificates, or instruments relating to the transactions contemplated hereby as Moliris may reasonably request.

ARTICLE VIII MISCELLANEOUS

     Section 8.01 Further Assurances. Subject to the terms and conditions of this Agreement, each of the parties hereto will use all reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated hereby. Additionally, each of the parties (and their respective officers) agrees to provide assistance, information and cooperate reasonably in the event of any litigation or investigation involving the transactions contemplated hereby or the parties generally.

     Section 8.02 Brokers. Moliris and Digifonica agree that there were no finders or brokers involved in bringing the parties together or who were instrumental in the negotiation, execution, or consummation of this Agreement. Moliris and Digifonica each agree to indemnify the other against any claim by any third person other than those described above for any commission, brokerage, or finders’ fee arising from the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or implied from the actions of the indemnifying party.

     Section 8.03 Governing Law. This Agreement shall be governed by, enforced, and construed under and in accordance with the laws of the United States of America and, with respect to matters of state law, with the laws of Delaware.

EXCHANGE AGREEMENT

     Section 8.04 Notices. Any notices or other communications required or permitted hereunder shall be sufficiently given if personally delivered to it or sent by registered mail or certified mail, postage prepaid, or by prepaid telegram addressed as follows:

If to Moliris, to:	3221 Collinsworth
	Suite 140
	Fort Worth, TX 76107
	Attention: Clyde R. Parks, Chief Executive Officer
If to Digifonica to:	Digifonica (International) Limited
	999 West Hastings St., Suite 550
	Vancouver, BC
	V6C 2W2 Canada
	Attention: David C. Hayes, Chief Financial Officer

or such other addresses as shall be furnished in writing by any party in the manner for giving notices hereunder, and any such notice or communication shall be deemed to have been given as of the date so delivered, mailed, or telegraphed.

     Section 8.05 Attorney’s Fees. In the event that any party institutes any action or suit to enforce this Agreement or to secure relief from any default hereunder or breach hereof, the breaching party or parties shall reimburse the nonbreaching party or parties for all costs, including reasonable attorneys’ fees, incurred in connection therewith and in enforcing or collecting any judgment rendered therein.

     Section 8.06 Confidentiality. Each party hereto agrees with the other parties that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director, or employee, or from any books or records or from personal inspection, or such other party, and shall not use such data or information or disclose the same to others, except (i) to the extent such data or information is published, is a matter of public knowledge, or is required by law to be published; and (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement.

     Section 8.07 Schedules; Knowledge. Each party is presumed to have full knowledge of all information set forth in the other party’s schedules delivered pursuant to this Agreement.

     Section 8.08 Third Party Beneficiaries. This contract is solely between Moliris, Digifonica and the Digifonica Shareholders, and, except as specifically provided, no director, officer, stockholder, employee, agent, independent contractor, or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.

     Section 8.09 Entire Agreement. This Agreement, together with the Schedules and Exhibits hereto, contains the entire agreement between the parties relating to the subject matter hereof, and supersedes all prior agreements and understandings, oral and written, with respect to such matters, which the parties acknowledge have been merged into this Agreement and the Schedules hereto.

EXCHANGE AGREEMENT

     Section 8.10 Survival; Termination. The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated.

     Section 8.11 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. Facsimile transmission of any signed original document and/or retransmission of any signed facsimile transmission will be deemed the same as delivery of an original. At the request of any party, the parties will confirm facsimile transmission by signing a duplicate original document.

     Section 8.12 Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to the Closing Date, this Agreement may be amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance hereof may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

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20

     IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first above-written.

MOLIRIS CORP.,
a Florida corporation
By:	/s/ Clyde R. Parks
	CLYDE R. PARKS, Chief Executive Officer
DIGIFONICA (INTERNATIONAL) LIMITED, a Gibraltar corporation
By:	/s/ David C. Hayes
	DAVID C. HAYES, Chief Financial Officer
DIGIFONICA SHAREHOLDERS
/s/ Clay Perreault
Clay Perreault
/s/ Olexandr Krapyvny
Olexandr Krapyvny
/s/ Steven Nicholson
Steven Nicholson
/s/ Rod Thomson
Rod Thomson
/s/ Fuad Arafa
Fuad Arafa

EXCHANGE AGREEMENT

/s/ Emil Bjorsell

Emil Bjorsell

/s/ Grzegorz Jaskiewicz

Grzegorz Jaskiewicz

/s/ Thorne Limited

Thorne Limited

/s/ Roymar Limited

Roymar Limited

/s/ Allen Bonk

Allen Bonk

/s/ Allan McGirr

Allan McGirr

/s/ Tookie Angus

Tookie Angus

/s/ Stephen Moses

Stephen Moses

/s/ Emil Malak and Clay Perreault

Emil Malak and Clay Perreault

/s/ Gorden Smith

Gorden Smith

/s/ Quest Ventures Ltd.

Quest Ventures Ltd.

EXCHANGE AGREEMENT 22

/s/ Middlemarch Partners Limited

Middlemarch Partners Limited

/s/ Brian Bayley

Brian Bayley

/s/ Gordon Blankstein

Gordon Blankstein

/s/ Yvonne Blankstein

Yvonne Blankstein

/s/ Rob Blankstein

Rob Blankstein

EXCHANGE AGREEMENT 23

EXHIBIT A

	Number of Digifonica		Converted to Number of
Digifonica Shareholders	Shares Held		Shares of Moliris
Clay Perreault		2,102,500		2,102,500
Olexandr Krapyvny		663,750		663,750
Steven Nicholson		657,500		657,500
Rod Thomson		247,500		247,500
Fuad Arafa		247,500		247,500
Emil Bjorsell		247,500		247,500
Grzegorz Jaskiewicz		151,250		151,250
Thorne Limited		1,182,500		1,182,500
Roymar Limited		500,000		500,000
Allen Bonk		25,000		25,000
Allan McGirr		125,000		125,000
Tookie Angus		450,000		450,000
Stephen Moses		50,000		50,000
Emil Malak and Clay Perreault		1,220,000		1,220,000
Gorden Smith		30,000		30,000
Quest Ventures Ltd.		8,400		8,400
Middlemarch Partners Limited		70,735		70,735
Brian Bayley		20,865		20,865
Gordon Blankstein		500,000		500,000
Yvonne Blankstein		500,000		500,000
Rob Blankstein		1,000,000		1,000,000
		10,000,000		10,000,000

E-27

EXHIBIT B

ESCROW AGREEMENT

ESCROW AGREEMENT

     THIS ESCROW AGREEMENT (this “Agreement”) is made and entered into as of the 25th day of April, 2005, by and among MOLIRIS CORP., a Florida corporation (“Moliris”), the shareholders of DIGIFONICA (INTERNATIONAL) LIMITED, a Gibraltar corporation (“Digifonica Shareholders”), and Clark Wilson LLP (“Escrow Agent”).

INTRODUCTORY PROVISIONS

A. Moliris, Digifonica and the Digifonica Shareholders have executed that certain Exchange Agreement, a copy of which is attached hereto as Exhibit A, dated as of April 25, 2005 (the “Exchange Agreement”), pursuant to which Digifonica will be acquired by Moliris;

B. Pursuant to the Exchange Agreement, the Digifonica Shareholders are to place in escrow the Exchanged Moliris Stock as provided in Section 4.05 of the Exchange Agreement; and

C. Said Shares are to be held by Escrow Agent in accordance with the terms and conditions provided herein.

D. All capitalized terms used herein but not defined shall have the particular meanings ascribed thereto in the Exchange Agreement.

AGREEMENT

     NOW, THEREFORE, for and in consideration of the promises and mutual covenants contained in the Exchange Agreement and contained herein, the parties hereto agree as follows:

1. Establishment of Escrow Shares. On this date (which is the Closing Date), Ten Million (10,000,000) Shares of Moliris’ common stock in the names of the Digifonica Shareholders (the “Escrow Shares”), shall be deposited with Escrow Agent by Moliris. The Escrow Shares shall be deposited in a custodial account at Clark Wilson LLP and held until April 25, 2010 or until agreed upon in writing by Moliris and Digifonica (the “Term”).

2. Prohibition on Sale, Pledge, Loan, Assignment, Gift or Other Transfers During Term. During the Term, the Escrow Shares then held by the Escrow Agent may not be sold, pledged, loaned, assigned, gifted or otherwise transferred by the Digifonica Shareholders. The Digifonica Shareholders acknowledge and agree that Moliris may place stop-transfer instructions against the Escrow Shares with Moliris’ transfer agent.

3. Restriction on Disbursement. The Escrow Shares may only be disbursed in accordance with Section 4 of this Agreement or upon receipt by Escrow Agent of written notice from both Moliris and the Digifonica Shareholders to Escrow Agent setting forth consistent instructions for disbursement.

4. Release of the Escrow Shares.

a. Release of Escrow Shares during Term. Moliris and the Digifonica Shareholders agree that twenty percent (20%) of the original Escrow Shares or two million (2,000,000) shares shall be released on each anniversary of this Agreement during the Term. The released Escrow Shares shall be delivered to the Digifonica Shareholders within five (5) business days of the occurrence of each anniversary, in amounts proportionally relative to the amounts for each Digifonica Shareholder specified in the Exchange Agreement, and the Digifonica Shareholders shall be responsible for all income taxes with respect thereto.

On the expiration of the Term, all Escrow Shares remaining in the escrow account shall be delivered to the Digifonica Shareholders within five (5) business days of the Expiration of the Term, again in amounts proportionally relative to the amounts for each Digifonica Shareholder specified in the Exchange

Agreement, and the Digifonica Shareholders shall be responsible for all income taxes with respect thereto.

b. Change in Business Prior to Expiration of Term. If, at any time prior to the expiration of the Term, Digifonica ceases doing business as a telecommunications provider, then the Escrow Shares remaining at such time in the escrow account shall immediately be returned to Moliris for cancellation. In such event, no compensation shall be due to the Digifonica Shareholders for the cancellation of the remaining Escrow Shares.

All dividends earned on the Escrow Shares shall become part of the Escrow Shares and held in accordance with the terms of this Agreement.

5. Voting of Escrow Shares. During the Term, the Digifonica Shareholders shall have the right to each vote their shares held in the escrow account in their names.

6. Limited Scope of Duties. Escrow Agent is not a party to, or bound by any agreement except as hereinafter expressly stated. Escrow Agent acts hereunder to hold and distribute funds and is not responsible or liable in any manner whatever for the correctness of any notice or instrument received by Escrow Agent. Escrow Agent shall be protected in acting upon any notice, consent or other paper or document believed by Escrow Agent to be genuine and to be signed by the proper party or parties.

7. Limited Liability. Escrow Agent shall not be liable for any error of judgment or for any act done or step taken or omitted by it in good faith, or for any mistake of fact or law, or for anything which it may do or refrain from doing in connection herewith, except its own willful misconduct, and Escrow Agent shall have no duties to anyone except those signing this Agreement.

8. Consultation with Counsel. Escrow Agent may consult with legal counsel in the event of any dispute or questions as to the construction of the foregoing instructions, or Escrow Agent’s duties thereunder, and Escrow Agent shall incur no liability and shall be fully protected in acting in accordance with the opinion and instructions of such counsel.

9. Indemnification. In the event that any controversy arises hereunder, or that Escrow Agent, in its capacity as escrow agent hereunder, is made a party to, or intervenes in, any litigation pertaining to this Agreement, the Escrow Shares or the subject matter thereof, Escrow Agent shall be reasonably compensated therefor and reimbursed for all costs and expenses occasioned thereby, including reasonable attorneys’ fees, and the parties hereto agree jointly and severally to pay the same, and to indemnify Escrow Agent against any loss, liability or expense incurred in any act or thing done by it hereunder.

10. Compensation. As consideration for acting as escrow agent pursuant to the terms of this Agreement, Escrow Agent shall be entitled to receive an escrow fee of $1,000.00 payable by the Digifonica Shareholders. Upon distribution of the Escrow Shares in accordance with this Agreement, Escrow Agent will submit an invoice for all costs, expenses and legal fees to which Escrow Agent is entitled pursuant to this Agreement, the Digifonica Shareholders shall, within 10 days of receipt of such invoice, remit payment to Escrow Agent. Such remittance will be made by cashiers check and sent by certified mail, return receipt requested.

11. Multiple Counterparts; Facsimile Signature. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required or may be executed by facsimile copy. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart or facsimile. All counterparts shall collectively constitute a single instrument. It shall not be necessary in making proof of this instrument to produce or account for more than a single counterpart containing the respective signatures of, or on behalf of, each of the parties hereto. Any signature page to any counterpart may be detached from such counterpart without

impairing the legal effect of the signatures thereon and thereafter attached to another counterpart identical thereto except having attached to another counterpart identical thereto except having attached to it additional signature pages. This Agreement may be executed by facsimile copy and any such facsimile copy bearing the facsimile signature of any party hereto shall have full legal force and effect and shall be binding against the party having executed this Agreement by facsimile.

12.Notices. All notices, demands, requests and other communications required or permitted hereunder shall be in writing, and delivered to the person to whom the notice is directed, either in person (e.g. hand delivery by courier or overnight delivery), by facsimile transmittal (“fax”) or by United States mail, registered or certified, postage fully prepaid, return receipt requested. Notices delivered in person or by fax shall be effective upon receipt thereof. Any notice given by fax will be effective only in the event the same notice is also given in any other manner permitted by this Section 12; but if any notice given by fax is effective, it will be effective on the date the fax is sent. Notices delivered by mail shall be effective (except where receipt is specified in this Agreement) upon deposit in a regularly maintained receptacle for the United States mail, registered or certified, postage fully prepaid, addressed to the addressee at its address set forth below or at such other address as such party may have specified theretofore by notice delivered in accordance with this Section and actually received by the addressee:

If to the Digifonica Shareholders:	Gordon Blankstein, MBA (as Representative for
	all Digifonica Shareholders)
	c/o Genco Resources Ltd.
	Suite 550
	999 W. Hastings St.
	Vancouver, B.C., Canada
	V6C 2W2
	Telephone: (604) 682-2205 Telecopier: (604) 682-2235
If to Moliris:	Moliris Corp.
	3221 Collinsworth, Suite
	140 Fort Worth, Texas 76107
	Attention: Clyde Parks, CEO Telephone: (817) 335-5900
	Telecopier: (817) 335-5902
If to Escrow Agent:	Clark Wilson LLP
	800 — 885 West Georgia Street
	Vancouver, BC V6C 3H1
	Canada
	Attn:
	Telephone: (604) 687-5700 Telecopier: (604) 687-6314

13.Applicable Laws. This Agreement and the transactions contemplated hereunder shall be governed under the laws of the State of Texas.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and date first written above.

MOLIRIS:
MOLIRIS CORP., a
Florida corporation
By:
	CLYDE PARKS, Chief Executive Officer
DIGIFONICA SHAREHOLDERS:
Clay Perreault
Olexandr Krapyvny
Steven Nicholson
Rod Thomson
Fuad Arafa
Emil Bjorsell
Grzegorz Jaskiewicz
Thorne Limited
Roymar Limited
Allen Bonk
Allan McGirr
Tookie Angus

ESCROW AGREEMENT - PAGE 4

]

Stephen Moses

Emil Malak and Clay Perreault

Gorden Smith

Quest Ventures Ltd.

Middlemarch Partners Limited

Brian Bayley

Gordon Blankstein

Yvonne Blankstein

Rob Blankstein

ESCROW AGENT:

By:                                         

Name:

Title:

ESCROW AGREEMENT - PAGE 5

EXHIBIT C

FORM OF MOLIRIS’ COUNSEL’S LEGAL OPINION

E-29

[TO BE PLACED ON MOLIRIS’ COUNSEL’S LETTERHEAD]

April                     , 2005

Digifonica (International) Limited and
   the shareholders of Digifonica 999
West Hastings St.

Suite 550
Vancouver, BC
V6C 2W2 Canada
David C. Hayes, Chief Financial Officer

Re: Exchange Agreement dated April ___, 2005 by and between Moliris Corp., a Florida corporation (the “Company”), Digifonica (International) Limited, a Gibraltar corporation (“Digifonica”) and the shareholders of Digifonica (the “Agreement”)

Gentlemen:

     We have acted as counsel to Moliris Corp. in connection with the Agreement. This opinion letter is being delivered pursuant to Section           of the Agreement. Each capitalized term used herein has the meaning given to such term in the Agreement unless otherwise defined in this opinion letter.

     In the course of our representation as counsel, we have examined the following documents:

     A. the Agreement;

     B. the Amended and Restated Articles of Incorporation of the Company (the “Charter”);

     C. the Bylaws of the Company, as amended (the “Bylaws”); and

     D. certain resolutions of the board of directors of the Company relating to the transaction and related matters.

     We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records and agreements of the Company, certificates of public officials, certificates of officers or other representatives of the Company, and other documents, certificates, and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

     In our examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original

E-30

documents of all documents submitted to us as copies, and the authenticity of the originals of such copies. As to various facts material to this opinion letter, we have relied upon statements and representations of the Company and its officers and other representatives and of public officials, set forth in certificates delivered to us, without independently verifying the accuracy of the information contained therein.

     Based upon the foregoing, and subject to the exceptions, limitations and qualifications set forth herein, we are of the following opinions:

     1. The Company is duly incorporated, validly existing and in good standing under the laws of the State of Florida. The Company has full corporate power and authority to execute and deliver the Agreement and to execute and deliver agreements to be executed and delivered in connection with the Agreement and to perform its obligations thereunder and to consummate the transactions contemplated thereby, including, without limitation, to sell and issue the shares of the Company’s common stock, par value         per share (the “Shares”) pursuant to the Agreement.

     2. The issuance of the Shares pursuant to the Agreement has been duly and validly authorized by the Board of Directors of the Company, and no other corporate action on the part of the Company or its shareholders is necessary.

     3. Prior to the Agreement, there were                      shares of the Company’s common stock,                      par value (the “Common Stock”), issued and outstanding and, issued and outstanding. Prior to the Agreement, the Company did not have outstanding any stock or securities convertible into or exchangeable for any shares of capital stock nor did it have outstanding any rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance (contingent or otherwise) of, or any calls, commitments or claims of any character relating to, any stock or securities convertible into or exchangeable for any shares of capital stock. No persons, including the Company’s shareholders, have any preemptive or similar rights to subscribe for or purchase the Shares to be sold by the Company. The delivery of the certificates representing the Shares will transfer to Purchasers good and valid title to the Shares, free of any adverse claim.

     4. The Company has no subsidiaries.

     5. The sale and issuance of the Shares and the performance of the Company’s obligations under the Agreement will not (a) conflict with or result in a violation or breach of any of the terms, conditions or provisions of the Charter or Bylaws of the Company; (b) conflict with or result in a violation or breach of any term or provision of any law, statute, rule or regulation, or of any other law or order, applicable to the Company or any of its assets and properties; or (c) (i) conflict with or result in a violation or breach of, (ii) constitute (with or without notice or lapse of time or both) a default under, (iii) require the Company to obtain any consent, approval or action of, making any filing with or give any notice to any person as a result or under the terms of, (iv) result in or give to any person any right of termination, cancellation, acceleration or modification in or with respect to, (v) result in or give to any person any additional rights or entitlement to increased, additional, accelerated or guaranteed payments under or (vi) result in the creation or imposition of any lien upon the Company or any of its assets and properties under, any material contract, license or other agreement to which the Company is a party or by which any of its assets and properties is bound, except to the extent that such event would not have a material adverse effect on the Company.

E-31

     6. No consent, approval or action of, filing with or notice to any governmental or

E-32

regulatory authority on the part of the Company is required in connection with the Agreement, except, if required, filings to be made under the Securities Act of 1933, as amended (the “Securities Act”), and any applicable state securities laws after the sale of the Shares.

     7. There are no undisclosed suits, claims, actions or other legal proceedings pending, threatened against, relating to or affecting the Company or any of its assets and properties.

     8. The Company is not an investment company or an entity directly or indirectly controlled by, or acting on behalf of, an investment company within the meaning of the Investment Company Act of 1940, as amended.

     9. The offer, issuance and sale of the Shares pursuant to the Agreement are exempt from the registration requirements of the Securities Act by reason of Section 4(2) and Regulation D promulgated thereunder.

The opinions herein are subject to the following exceptions, limitations, and qualifications:

     A. The opinions expressed in this opinion letter are limited to the corporate laws of the State of Florida, and we assume no responsibility as to the applicability or the effect of any other laws or regulations.

     B. This opinion letter is as of the date hereof, and we undertake no obligation, and expressly disclaim any obligation, to advise the Company or any other person or entity of any change in any matter set forth herein.

     C. This opinion letter is limited to the matters expressly stated, and no opinion other than upon the matters so expressly stated is implied or may be inferred.

     This opinion letter is delivered to you pursuant to the Agreement solely to comply with the provisions of the Agreement and may not be used for any purpose other than to consummate the transactions described in the Agreement.

Respectfully submitted,
By:
	,

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EXHIBIT D
INCUMBENCY CERTIFICATE

     The undersigned, being the duly elected, qualified and acting President and Secretary of Moliris Corp., a Florida corporation (the “Company”), do hereby certify that the following individuals are the duly elected, qualified and acting officers of the Company and hold the offices set forth opposite their respective names as of the date hereof, and the signatures set opposite the respective names and titles of said officers are their true and authentic signatures:

Name	Title	Specimen Signature
,	President
,	Vice President
,	Secretary
,	Treasurer
Dated:                                         , 2005
			,
				___, Secretary

E-34

EXHIBIT E
INCUMBENCY CERTIFICATE

     The undersigned, being the duly elected, qualified and acting Chief Executive Officer and Secretary of Digifonica (International) Limited, a Gibraltar corporation (the “Company”), do hereby certify that the following individuals are the duly elected, qualified and acting officers of the Company and hold the offices set forth opposite their respective names as of the date hereof, and the signatures set opposite the respective names and titles of said officers are their true and authentic signatures:

Name	Title	Specimen Signature
,	President
,	Vice President
,	Secretary
,	Treasurer
Dated:                                         , 2005
		DAVID C. HAYES, Chief Financial Officer
		, Secretary

E-35

EXHIBIT F

DIGIFONICA SHAREHOLDERS’ REPRESENTATION LETTERS

Dear Sirs:

     In connection with that certain Exchange Agreement between Moliris Corp. (“Moliris”), Digifonica (International) Limited (“Digifonica”) and the shareholders of Digifonica dated as of April       , 2005 (the “Agreement”), I hereby represent and warrant that as a shareholder of Digifonica I am either:

     1. a natural person with a personal net worth or joint net worth with my spouse of greater than $1,000,000, have individual income (not joint income with spouse) in excess of $200,000 in each of the two most recent years or joint income with my spouse in excess of $300,000 in each of those years and have a reasonable expectation of reaching the same income level in the current year; or

     2. signing on behalf of all owners of equity interests that are made up of accredited investors in a corporation, trust, partnership, limited liability company, limited partnership or similar entity; or

     3. a qualified “accredited investor” as that term is defined in Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”); or

     4. individually, or together with my purchaser representative, have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of an investment in the shares and of making an informed investment decision; or

     5. a natural person who is neither a U.S. citizen or a resident of the United States.

Furthermore, I acknowledge and confirm that I understand the speculative nature of, and the risks involved in, an investment in the Company and am able to bear the economic risks of an investment in the Company; I am fully informed as to the business conducted by the Company; I have adequate means of providing for my current needs and possible contingencies and have no need now, and anticipate no need in the foreseeable future, to sell the shares received in association with the Agreement; I understand that the shares have not been registered under the Act and are being offered under an exemption from registration thereunder; I am acquiring the shares solely for my own account (unless otherwise disclosed in writing to the Company), for investment purposes only, and not with a view to, or in connection with, any resale, distribution, subdivision, fractionalization or other distribution thereof; I have no agreement or other arrangement, formal or informal, with any person to sell, transfer or pledge any part of the shares received for hereby or which would guarantee to me any profit or against any loss with respect to such shares, and I have no plans to enter into any such agreement or arrangement; and I understand that I must

L-1

bear the economic risk of my investment for an indefinite period of time because the shares or any part thereof cannot be sold or otherwise transferred unless they are subsequently registered under the Act (which the Company is not obligated and does not plan to do) or an exemption from such registration is available.

I further acknowledge, represent, warrant and covenant as follows:

     (a) If I am a natural person, I am at least 21 years of age and a bona fide resident and domiciliary (not a temporary or transient resident) of the state or country set forth on the signature page hereof, and have no current intention of becoming a resident of any other state or jurisdiction.

     (b) There have been no representations, guaranties or warranties made to me by the Company, or its agents or employees, or by any other person, expressly or by implication, with respect to (i) the approximate length of time that I will be required to remain an owner of the shares; (ii) the percentage of profit and/or amount of or type of consideration, profit or loss (including tax benefits) to be realized, if any, as a result of investment in the shares; and (iii) the possibility that the past performance or experience on the part of any officer or director of the Company, or of any other person, might in any way indicate the predictable results of operations of the Company, or of ownership of the shares.

     (c) I understand that no federal or state agency has passed on or made any recommendation or endorsement of the shares.

By:
	[NAME OF DIGIFONICA SHAREHOLDER]

L-2

LIST OF SCHEDULES AND EXHIBITS

Schedule	Schedule Description
1.01	Digifonica Memorandum of Association and Articles of Association
1.02(c)	Digifonica Authorization; Non-Contravention; Approvals Digifonica
1.03	Capitalization
1.04	Digifonica Subsidiaries and Predecessor Corporations
1.05(a)	Digifonica Audited Financial Statements Digifonica
1.07	Taxes
1.08	Digifonica Absence of Certain Changes or Events
1.08(e)	Digifonica Bonuses and Salary Increases
1.09	Digifonica Assets
1.11	Digifonica Material Contracts
1.15	Digifonica Material Transactions with Affiliates
1.16(a)	Digifonica Real Property
1.16(b)	Digifonica Accounts Receivable
1.16(c)	Digifonica Accounts Payable
1.16(d)	Digifonica Minutes
3.01	Moliris Articles of Incorporation and Bylaws
3.03	Moliris Capitalization
3.05(a)	Moliris Audited Financial Statements
3.05(b)	Moliris Unaudited Financial Statements
3.07	Moliris Taxes
3.08	Moliris Absence of Certain Changes or Events
3.08(e)	Moliris Bonuses and Salary Increases
3.09	Moliris Assets
3.11	Moliris Material Contracts
3.13(a)	Moliris Statement of Cash on Hand
3.13(b)	Moliris Accounts Payable
3.13(c)	Moliris Board of Directors’ Resolution approving transaction
6.06(a)	Moliris UCC Certificate

Exhibit	Exhibit Description
A	Digifonica Shareholders’ list
B	Escrow Agreement of Digifonica Shareholders
C	Legal Opinion of Moliris’ Counsel
D	Incumbency Certificate of Moliris’ Secretary
E	Incumbency Certificate of Digifonica’s Secretary
F	Digifonica Shareholders’ Letters of Representation

L-3

EX-3.1

Exhibit 3.1

THE COMPANIES ORDINANCE

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

DIGIFONICA (INTERNATIONAL) LIMITED

1.	The name of the Company is “Digifonica (International) Limited”
2.	The registered office of the Company will be situate in Gibraltar.
3.	The objects for which the Company is established and to be carried on either in Gibraltar or elsewhere are:

               (a) To carry on business, and to act as general merchants, bankers, traders, commission agents, dealers in commodities, ship owners, carriers, bankers, or in any other capacity, and to import, export, buy, sell, barter, exchange, pledge, make advances upon, or otherwise deal in goods, produce, articles and merchandise.

               (b) To carry on all or any of the businesses of manufacturers, installers, maintainers, repairers of and dealers in electrical and electronic appliances and apparatus of every description and of and in radio and telecommunication requisites and supplies and electrical and electronic apparatus, appliances, equipment and stores of all kinds.

               (c) To carry out researches, investigations and experimental work of every description in relation to electronics and the application and use of electricity.

               (d) To carry on all or any of the businesses of electrical, mechanical, motor and general engineers, manufacturers and merchants of, agents for, and dealers in engineering specialities of every description.

               (e) To buy sell, manufacture, repair, alter and otherwise deal in apparatus, plant, machinery, fittings, furnishings, tools, materials, products and things of all kinds capable of being used for the purposes of above-mentioned businesses or any of them or likely to be required by the customers of the company.

               (f) To carry on the business of drapers and dealers in furniture and furnishing fabrics in all its branches.

               (g) To carry on the businesses of costumiers, robe, dress and mantle makers, tailors, silk mercers, makers and suppliers of clothing, lingerie, and trimmings of every kind, corset makers, furriers, general drapers, haberdashers, milliners, hosiers, glovers, lace makers and dealers, feather dressers and merchants, hatters, boot and shoemakers, dealers in fabrics and materials of all kinds, ribbons, fans, perfumes and flowers (artificial and natural).

               (h) To carry on business as designers, manufacturers and sellers of all kinds of leather goods, toys, real and imitation jewellery and cosmetics of all kinds.

               (i) To carry on the businesses of fruitier and greengrocers, bacon factors and merchants, bakers, butchers, meat salesmen, butter factors and salesmen, cheesemongers, corn and flour merchants, cheese factor agents, dairymen, egg merchants and salesmen, poulterers and general provision merchants, and to buy, sell, manufacture and deal in goods, stores and consumable articles of all kinds, both wholesale and retail, and to transact every kind of agency business.

               (j) To carry on the business of house furnishers upholsterers and dealers in and hiorets repairers cleaners storers and warehouses of furniture carpets, linoleum’s and other floor coverings household utensils, china and glass goods, fittings curtains and other home furnishing and household requisites of all kind and all things capable of being used therewith or in the maintenance repair or manufacture thereof.

               (k) To carry on the businesses of tobacconists, cigar, cigarette, and snuff manufacturers and merchants, hairdressers, and buyers, sellers, manufacturers, importers, exporters, and dealers of or in tobacco, cigars, cigarettes, snuff, pipes, matches, lighters, petrol and other lighter fuel, and other smokers’ requisites, walking sticks, umbrellas, tins, canisters, cardboard and other boxes, hair and other brushes, combs, razors, scissors, soap, sponges and other toilet requisites, newspapers, periodicals, magazines, books, playing cards, and fancy goods and articles of every description.

               (l) To carry on the business of growers and shippers of wines and spirits, and of wine and spirit producers, dealers and merchants.

               (m) To establish or acquire and carry on offices, trading situations, factories, stores, and depots, and to purchase, lease, or otherwise acquire, carry on, develop and improve any business or real or personal property, or any undividend or other interest whatsoever therein respectively.

               (n) To carry on all or any of the businesses of manufacturers, installers, maintainers, repairers of and dealers in electrical and electronic appliances and apparatus of every description, and of and in radio, television and telecommunication requisites and supplies, and electrical and electronic apparatus, appliances, equipment and stores of all kinds.

               (o) To establish and carry on a tourist agency, travel bureau, and booking office, and to act as customs clearing agents.

               (p) To carry on the business of an investments company and for that purpose to acquire and hold either in the name of the company or in that of any nominee real and personal property and shares, stocks, debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by any company wherever incorporated or carrying on business and debentures, debenture stock, bonds, notes, obligations and securities issued or guaranteed by any government, sovereign ruler; commissioners, public body or authority, supreme, dependent, municipal, local or otherwise in any part of the world.

               (q) To borrow or raise or secure the payment of money in such manner as the company may think fit and to secure the same or the repayment or performance of any debt liability contract guarantee or other engagement incurred or to be entered into by the company in any way and in particular by the issue of debentures perpetual

or otherwise, charged upon all or any of the company’s property (both present and future), including its uncalled capital and to purchase, redeem or pay off any such securities.

     (r) To carry on the business of manufactures, producers, refiners, developers and dealers in all kinds of metals, materials, minerals, chemicals, substances and products, whether natural or artificial, including in particular but without limitation, plastics, resins and goods and articles made from the same, and compounds, intermediates, derivatives and by-products thereof.

     (s) To carry on all or any of the businesses of chemical or general engineers, chemists, wood and metal workers, furniture manufactures, designers, contractors and manufacturers of machinery, plant or equipment of all types for making or using any such materials, goods and articles.

     (t) To carry on research and development work and experiments in relation to any new material or substance or the application of any chemical or other process to any material or substance.

     (u) To carry on the business of art printers, colour printers, copperplate printers, etching printers, lothographic printers, offset printers, photogravure printers, rollform and automatic printers, trade printers and of printers generally.

     (v) To carry on the business of linotype setters, metal and alloy makers refiners, die sinkers, relief stampers, gold blockers, engravers, photographers, lithographers, artists, designers and draughtsmen.

     (w) To carry on the business of magazine, periodical, and journal proprietors, press agents, newsagents, publishers, booksellers, bookbinders, wholesale, and retail stationers, fancy goods and leather goods dealers, and account book manufacture.

     (x) To carry on the business of advertising and publicity agents and contractors, press agents, press cutting agents, billposters, advertising consultants, display specialists and contractors and generally to undertake and execute agencies and commission of all kinds.

     (y) To carry on the business of repairers of and dealers in typewriters, duplicating and printing machines, calculating machines, tape recorders, dictaphones and their accessories and components, office furniture, equipment and requisites of all kinds.

     (z) To carry on the business of manufacturers of and dealers in paper, cardboard, bags, greeting cards of all kinds, postcards, picture and other cards, drawing and writing materials and requisites, pens, inks and stationery generally.

     (aa) To carry on business as consultants, advisers and managers in relation to insurance and pension schemes.

     (bb) To carry on the business of insurance brokers and insurance agents and underwriting agents in all its branches and in particular and without prejudice to

the generality of the foregoing to carryon the business of brokers and agents for those classes of insurance business comprising life and pension schemes.

     (cc) To act as agents or managers for any insurance company, club or association, or for any individual underwriter in connection with its or his insurance or underwriting business (wherever the same may be carried on) or any branch of the same; and to make arrangements for all classes of insurance (including group, life and pension schemes) and to enter into any agreements for any of the purposes aforesaid with any such company, club, association or underwriter.

     (dd) To carry on the business of an insurance and guarantee company in all its branches, insure against risks of all kinds which are insured against by insurance companies or underwriters at Lloyd’s, and to undertake all kinds of insurance risks and all kinds of guarantee and indemnity risks.

     (ee) To re-insure and counter-insure all or any risks, and to undertake all kinds of re-insurance and counter-insurance connected with any of the businesses aforesaid.

     (ff) To acquire by purchase, lease, exchange, hire or otherwise, lands and property of any tenure, or any interest in the same.

     (gg) To erect and construct houses, buildings or works of every description on any land of the company, or upon any other lands or property, and to pull down, rebuild, enlarge, alter and improve existing houses, buildings or works thereon, to convert and appropriate any such land into and for roads, streets, squares, gardens and pleasure grounds and other conveniences, and generally to deal with and improve the property of the company.

     (hh) To sell, lease, let, mortgage or otherwise dispose of the lands, houses, buildings, and other property of the Company.

     (ii) To manufacture, buy, sell, bricks, tiles, brick-earth, stone, marble, slates, sand, chalk and other building materials.

     (jj) To advance money to any person or persons or corporation, either at interest or without, upon the security of freehold (including enfranchised copy hold) or leasehold property by way of mortgage, or upon marketable security and in particular to advance money to shareholders in the company and others, upon the security of or for the purpose of enabling the person borrowing the same to erect, or purchase, or enlarge of repair any house or building, or to purchase the fee simple or any less estate or interest in, or to take a demise for any term or terms of years of any freehold (including enfranchised copy hold) or leasehold property upon such terms and conditions as the company may think fit.

     (kk) To undertake or direct the management of the property, buildings, lands and estates (of any tenure or kind) of any persons, whether members of the company or not, in the capacity of stewards or receivers or otherwise.

     (ll) To purchase and sell for any persons freehold or other house, property, buildings or lands, or any share or shares, interest or interests therein, and to transact on commission or otherwise the general business of a land agent.

          (mm)    To raise and borrow money by the issue of shares, stock, debentures, debenture stock, bonds, obligations, deposit notes, and otherwise howsoever and to underwrite any such issue.

          (nn)    To invest the money so raised and borrowed in, and to hold, sell and deal with the stock, shares, bonds, debentures, debenture stock, obligations, notes and securities of any government, state, company, corporation, municipal or local, or other body or authority.

          (oo)    To vary the investments of the company.

          (pp)    To mortgage or charge all or any part of the property and rights of the company, including its uncalled capital.

          (qq)    To make advances upon, hold in trust, issue on commission, sell, or dispose of any of the investments aforesaid, and to act as agent for any of the above or the like purposes.

          (rr)    To carry on any other business whether manufacturing or otherwise which may seem to the company capable of being conveniently carried on in connection with the above or calculated directly or indirectly to enhance the value of or render profitable any of the property or rights of the company.

          (ss)    To purchase, take on lease or in exchange, hire or otherwise acquire, any real and personal property and any rights or privileges therein.

          (tt)    To build, construct, alter, maintain, enlarge, pull down, remove or replace and to work, manage and control any buildings, offices, factories, mills, shops, machinery, engines, roads, ways, tramways, railways, branches or sidings, bridges, reservoirs, watercourses, electric works and other works and conveniences which may seem calculated directly or indirectly to advance the interests of the company, and to join with any other person or company in doing any of these things.

          (uu)    To apply for, purchase, or otherwise acquire, and protect and renew in any part of the world, any patents, patent rights, brevets d’invention, trade marks, designs, licenses, concessions, and the like, conferring any exclusive or non-exclusive or limited right to their use, or any secret or other information as to any invention which may seem capable of being used for any of the purposes of the company, or the acquisition of which may seem calculated directly or indirectly to benefit the company, and to use, exercise, develop, or grant licenses in respect of, or otherwise turn to account the property, rights or information so acquired, and to expend money in experimenting upon, testing or improving any such patents, inventions or rights.

          (vv)    To acquire and undertake the whole or any part of the business, property, and liabilities of any person or company carrying on or proposing to carry on any business which the company is authorized to carry on, or possessed of property suitable for the purposes of the company, or which can be carried on in conjunction therewith or which is capable of being conducted so as directly or indirectly to benefit the company.

          (ww)    To amalgamate, enter into partnership or into any arrangement for sharing profits, union of interests, co-operation, joint adventure or reciprocal

concession, or for limiting competition with any person or company carrying on or engaged in, or about to carry on or engage in any business or transaction which the company is authorized to carry on or engage in, or which can be carried on in conjunction therewith or which is capable of being conducted so as directly or indirectly to benefit the company.

     (xx) To improve, manage, develop, grant rights or privileges in respect of, or otherwise deal with, all or any part of the property and rights of the company.

     (yy) To vest any real or personal property, rights or interest acquired by or belonging to the company in any person or company on behalf of or for the benefit of the company, and with or without any declared trust in favour of the company.

     (zz) To subscribe for, take, or otherwise acquire, and hold shares, stock, debentures, or other securities of any other company having objects altogether or in part similar to those of the company, or carrying on any business capable of being conducted so as directly or indirectly to benefit the company.

     (aaa) To invest and deal with the moneys of the company not immediately required in any manner.

     (bbb) To lend and advance money or give credit to such persons or companies and on such terms as may seem expedient, and in particular to customers and others having dealings with the company, and to guarantee the performance of any contract or obligation and the payment of money of or by any such persons or companies, and generally to give guarantee and indemnities.

     (ccc) To receive money on deposit or loan and borrow or raise money in such manner as the company shall think fit, and in particular by the issue of debentures, or debenture stock (perpetual or otherwise) and to secure the repayment of any money borrowed, raised or owing by mortgage, charge or lien upon all or any of the property or assets of the company (both present and future), including its uncalled capital, and also by a similar mortgage, charge or lien to secure and guarantee the performance by the company or any other person or company of any obligation undertaken by the company or any other person or company as the case may be.

     (ddd) To draw, make, accept, indorse, discount, execute, and issue promissory noted, bills of exchange, bills of lading, warrants, debentures, and other negotiable or transferable instruments.

     (eee) To apply for, promote and obtain any Ordinance, Act of Parliament, charter, privilege, concession, licence or authorisation of any government, state or municipality, provisional order or licence of the Board of trade or other authority for enabling the company to carry any of its objects into effect of for extending any of the powers of the company or for effecting any modification of the constitution of the company or for any other purpose which may seem expedient, and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the interests of the company.

     (fff) To enter into any arrangements with any governments or authorities, supreme, municipal, local or otherwise, or any person or company that may seem conducive to the objects of the company, or any of them, and to obtain from any such

government, authority, person or company any rights, privileges, charters, contracts, licences, and concessions which the company may think it desirable to obtain and to carry out, exercise and comply therewith.

     (ggg) To pay out of the funds of the company all expenses which the company may lawfully pay with respect to the formation and registration of the company or the issue of its capital, including brokerage and commissions for obtaining applications for or taking, placing or underwriting or procuring the underwriting of shares, debentures or other securities of the company.

     (hhh) To pay for any rights or property acquired by the company, and to remunerate any person or company whether by cash payment or by the allotment of shares, debentures or other securities of the company credited as paid up in full or in part or otherwise.

     (iii) To establish and maintain or procure the establishment and maintenance of any contributory or non-contributory pension or superannuation funds for the benefit of, and give or procure the giving of donations, gratuities, pensions, allowances or emoluments to any persons who are or were at any time in the employment or service of the company or of any company which is a subsidiary of the company or is allied to or associated with the company or with any such subsidiary company, or who are or were at any time directors of officers of the company or of any such company as aforesaid, and the wives, widows, families and dependants of any such persons, and also establish and subsidise and subscribe to any institutions, associations, clubs or funds calculated to be for the benefit of or to advance the interests and well-being of the company or of any such other company as aforesaid, and make payments to or towards the insurance of any such person as aforesaid and do any of the matters aforesaid, either alone or in conjunction with any such other company as aforesaid.

     (jjj) To procure the company to be registered or recognised in any part of the world outside Gibraltar.

     (kkk) To establish or promote or concur in establishing or promoting any company or companies for the purpose of acquiring all or any of the property, rights and liabilities of the company of for any other purpose which may seem directly or indirectly calculated to benefit the company and to place or guarantee the placing of, underwrite, subscribe for or otherwise acquire all or any part of the shares, debentures or other securities of any such other company.

     (lll) To sell, lease, mortgage or otherwise dispose of the property, assets or undertaking of the company or any part thereof for such consideration as the company may think fit, and in particular for shares, stock, debentures, or other securities of any other company whether or not having objects altogether or in part similar to those of the company.

     (mmm) To distribute among the members in specie any property of the company, or any proceeds of sale of disposal of any property of the company, but so that no distribution amounting to a reduction of capital be made except with the sanction (if any) for the time being required by law.

     (nnn) To act as agents or brokers and as trustees for any person or company and to undertake and perform sub-contractors and to do all or any of the

above things in any part of the world, and either as principals, agents, trustees, contractors or otherwise, and either alone or jointly with others, and either by or through agents, sub-contractors, trustees or otherwise.

     (ooo) To do all such other things as may be deemed incidental or conductive to the attainment of the above objects or any of them.

     (ppp) To carry on any other business, whether of a similar nature or not, which may in the opinion of the Directors be conveniently carried on by the Company.

     And it is hereby declared that:-

     (a) the word “Company” in this clause, except where used in reference to this company, shall be deemed to include any partnership or other body of persons, whether corporate or unicorporate, and whether domiciled in Gibraltar or elsewhere, and

     (b) the objects specified in each of the paragraphs of this clause shall be regarded as independent objects, and accordingly shall in no wise be limited or restricted (except where otherwise expressed in such paragraphs) by reference to or in reference from the terms of any other paragraphs or the name of the company, but may be carried out in as full and ample a manner and construed in as wide a sense as if each of the said paragraphs defined the objects of a separate and distinct company.

4. The liability of the Members is limited.

5. The share capital of the company is £100,000 sub-divided into 10,000,000 shares of 1 pence each. The shares in the original capital or any increased capital may divided into several classes, and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividend, capital, voting or otherwise.

THE COMPANIES ORDINANCE

COMPANY LIMITED BY SHARES

MEMORANDUM

AND

ARTICLES OF ASSOCIATION

OF

DIGIFONICA (INTERNATIONAL) LIMITED

INCORPORATED THE 9m DAY OF SEPTEMBER, 2004.

NUMBER OF COMPANY : 92782

EUROLIFE MANAGEMENT SERVICES LIMITED
THE EUROLIFE BUILDING,1 CORRAL ROAD, GIBRALTAR
TEL : +(350) 73495 FAX +(350) 73120

THE COMPANIES ORDINANCE

COMPANY LIMITED BY SHARES

MEMORANDUM OF ASSOCIATION

OF

DIGIFONICA (INTERNATIONAL) LIMITED

1. The name of the Company is “Digifonica (International) Limited”

2. The registered office of the Company will be situate in Gibraltar.

3. The objects for which the Company is established and to be carried on either in Gibraltar or elsewhere are :-

     a) To carry on all or any of the following businesses and whether as buyers, sellers, importers, exporters, manufacturers, designers, promoters, managers, proprietors, distributors, contractors, maintainers, repairers, servicers, leasers, hirers, renters, processors, consultants, agents and general dealers in all goods, products and services normally supplied or provided by; advertisers, art and antique businesses, auctioneers, bloodstock and livestock businesses, booksellers, builders, builders suppliers and sub contractors, cafe, caterers, chemist, clothing businesses, confectioners, cleaners, computer businesses, couriers, craft businesses, electrical electronic mechanical heating plumbing and civil engineers, employment and estate agents, entertainment and leisure businesses, educators, financial services, footwear businesses, fuel merchants, freight services, motor and vehicle dealers, hoteliers, haulage and transport businesses, investors, investigators, jewellers, laboratories, management businesses, meat and general food businesses, machinery and equipment suppliers, marketing services, merchants, marine and fish businesses, printers, publishers, property companies, security services, surveyors, studios, television and video services, timber merchants, traders, travel agents, window services, warehousers, insurance agents

     (b) To carry on business as manufacturers, designers, importers, exporters, buyers, sellers, (whether by wholesale or retail) storeys, warehousers, distributors and suppliers of and dealers in goods and articles of every description (whether consumable or otherwise) and whether for domestic, industrial, commercial or agricultural use.

     (c) To undertake, provide and carry out any service or contract of works deemed necessary or advantageous in promoting the objects of the company.

     (d) To acquire and or carry on any other business which may seem to the Company capable of being conveniently carried on in connection with the above, or which may seem calculated directly or indirectly to enhance the value of or render more profitable any of the Company’s property or rights.

     (e) To purchase, take on lease or in exchange, he or by any other means, acquire and protect, any freehold, leasehold, or other property, or any estate or interest, any lands, buildings, roads, easements, rights, patents, patent rights, trade marks, brevet d’inventions, registered designs, protections and concessions, licences, stock in trade and any real or personal property or rights whatsoever which may be considered necessary, advantageous or useful to the Company.

     (f) To construct, build, erect, alter, enlarge, demolish, lay down, maintain any building, roads , railways, bridges, walls, fences, banks, reservoirs, waterways and waterworks and to carry out preliminary and associated works; or contract, sub-contract, or join with others to carry out or complete any of the aforesaid and to work , manage and control the same or join with any person, firm or company in doing so.

     (g) To borrow, raise or secure the payment of money in such manner as the Company shall think fit and in particular to issue debentures, debenture stock, bonds, obligations and securities of all kinds and to charge and secure the same by Trust Deed or otherwise on the undertaking of the Company or upon any specific property or rights, present or future, of the Company including its uncalled capital or by any other means howsoever.

     (h) To guarantee, support or secure whether by mortgaging or charging all or any part of the undertaking, property and assets both present and future and uncalled capital of the Company or for the performance and discharge of any contract, obligation or liability of a company or any person or corporation with whom or which the company has dealings or having a business or undertaking in which the company is concerned or interested whether directly or indirectly and in particular to give security for any debts, obligations or liabilities of any company which is for the time being the Holding Company or a subsidiary of the company or a subsidiary of the Holding Company.

     (i) To pay or remunerate any person, firm or Company for rendering services for and on behalf of this Company and to pay any costs, charges or expenses incurred or sustained by or in connection with the formation and incorporation of this company and either by cash payments or by allotment to him or them of shares or securities of the company credited as fully paid up or otherwise. To open and operate bank accounts in any country

     (j) To invest and deal with the monies of the Company not immediately required for the purpose of its business in or upon such investments or securities and in such manner as may from time to time be determined

     (k) To draw, make, accept, endorse, discount, negotiate and issue promissory notes, bills of exchange, warrants, Bills of Lading and other negotiable or transferable instruments.

     (l) To develop, improve, manage, cultivate, exchange, let on lease or otherwise, mortgage, charge, sell, dispose of, turn to account, grant rights and privileges in respect of, or otherwise deal with all or any part of the property and rights of the Company.

     (m) To lend and advance money or give credit to any person, firm or company and on such terms as may seem expedient.

     (n) To enter into and carry into effect any arrangement with any person, firm, company or Government or Government body or authority that may seem conducive to the company’s objects and to apply for, promote, and obtain from any person, firm, company, Government or Government body or authority any contracts, concessions, privileges, charters, decrees and rights which the company may think is desirable and to carry out and exercise and comply with same.

     (o) To act as agents, brokers, and as trustees for any person, firm or company and to establish agencies and branches and appoint agents and others to assist in the conduct or extension of the Company’s business.

     (p) To provide for the welfare of persons employed or previously employed in or holding office under the company and to grant pensions, allowances, gratuities, bonuses or other payments to officers, ex-officers, employees

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and ex-employees or the dependants or connections of such persons; to establish and contribute to pensions or benefit funds or schemes for the benefit of persons aforesaid; to form, subscribe to or support any charitable, benevolent, religious or other institution.

     (q) To purchase or otherwise acquire and undertake all or any part of the business, property, goodwill, assets, liabilities and transactions of any person, firm or company carrying on any business which this company is authorised to carry on.

     (r) To undertake and execute the office of nominee, trustee, executor, administrator, registrar, secretary, committee or attorney for any purpose and either solely or jointly with others and generally to undertake, perform and fulfil any office of trust or confidence.

     (s) To accept payment for any property or rights sold or otherwise disposed of or dealt with by the company in whatever form and on such terms as the company may determine

     (t) To establish, promote or otherwise assist any company and to promote or otherwise assist any person or firm for the purpose of acquiring all or any of the properties and or liabilities or for furthering any objects of this company or for the purpose of instigating or opposing any proceedings or applications which may be considered necessary, advantageous or useful to the Company.

     (u) To subscribe for, accept, deal in, purchase or sell or otherwise acquire, deal in, dispose of or hold shares or other interests in or securities of any company carrying on or proposing to carry on any business within the objects of this company or carrying on any business capable of being carried on so as to benefit this company.

     (v) To redeem, sell or otherwise deal in shares of this company in such manner as permitted by law.

     (w) To enter into any partnership or joint arrangement or arrangements for sharing profits with any company having objects similar or in part similar to those of this company and to give whatever undertakings are considered necessary by this company.

     (x) To distribute among the members in specie or otherwise as may be resolved, any assets of the company and in particular, any shares, debentures or securities of other companies belonging to this company or of which this company may have the power of disposing.

     (y) To procure the company to be registered or recognised in any place outside Gibraltar.

     (z) To do all such things as are incidental or conducive to the attainment of the foregoing objects or any of them.

And it is hereby declared that :-

(a) the word “Company” in this clause, except where used in reference to this company, shall be deemed to include any partnership or other body of persons, whether corporate or unicorporate, and whether domiciled in Gibraltar or elsewhere, and

(b) the objects specified in each of the paragraphs of this clause shall be regarded as independent objects, and accordingly shall in no wise be limited or restricted (except where otherwise expressed in such paragraphs) by reference to or in reference from the terms of any other paragraphs or the name of the company, but

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sense as if each of the said paragraphs defined the objects of a separate and distinct company.

4. The may be carried out in as full and ample a manner and construed in as wide a liability of the Members is limited.

5 The share capital of the company is £2,000.00 divided into 2000 shares of £ 1 each. Shares may only be issued as registered shares. The Company shall not have authority to issue shares to Bearer.

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EX-3.2

Exhibit 3.2

THE COMPANIES ORDINANCE

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION

OF

DIGIFONICA (INTERNATIONAL) LIMITED

1. (a) The regulations contained in Table Ain the First Schedule to the Companies Ordinance, (hereinafter referred to as “Table A”), shall apply to the company, and together with the Regulations hereinafter contained, shall constitute the Regulations of the Company save in so far as they are hereby varied or excluded.

     (b) Regulations 66, 69 and 101 of Table Ain the said schedule shall not apply to the Company.

2 The Company is a Private Company within the meaning of the Companies Ordinance and accordingly the following provisions shall have effect namely:-

a) The right to transfer and transmit the shares of the Company is restricted in the manner hereinafter provided.

b) The number of Members of the Company (exclusive of persons who are in the employment of the Company and of persons who have been formerly in the employment of the Company who were, while in such employment and have continued after the termination of such employment to be Members of the Company) is limited to fifty provided that where two or more persons hold one or more Shares of the Company jointly, they shall for the purpose of this Article be treated as a single Member.

c) Any invitation to the public to subscribe for any shares or debentures or debenture stock of the Company is hereby prohibited.

SHARES

3. The Shares of the Company shall be allotted by the Directors to such persons at such tunes and upon such terms and conditions and either at a premium or at par as they think fit, and with full power to give to any person the call of any Shares either at par or at a premium during such time and for such consideration as the Directors think fit.

4. No Shares in the Company may be transferred to any person or company without the approval of the Board of Directors. The Directors may, in their absolute discretion and without assigning any reason therefore, decline to register any transfer of any share whether or not it is a fully paid share

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5. Subject to the provisions of Section 46 of the act, any preference shares may with the sanction of a special resolution be issued upon the terms that they are or at the option of the Company, are liable to be redeemed.

6. In regulation 7 of Table A, the words (“not being a fully paid share” and “other than fully paid shares”) shall be omitted and the lien conferred by that Regulation shall attach to all shares registered in the name of any person indebted or under liability to the Company whether he shall be the sole registered holder thereof or one of two or more joint holders.

7. The Company may issue redeemable shares on such terms and conditions as it sees fit. The Company may redeem, cancel, sell or otherwise deal in its own shares as permitted by law.

8. The Company may not issue share warrants to Bearer.

TRANSFER OF SHARES

9. The instrument of transfer may be in any usual or common form that the Directors approve of, and regulation 18 of Table A shall be amended accordingly.

GENERAL MEETING

10. A resolution in writing signed by all members for the time being entitled to attend and vote on such resolution at a General Meeting (or being bodies corporate by their duly authorised representatives) shall be as valid and effective for all purposes as if the resolution had been passed at a General Meeting of the Company duly convened and held and may consist of one or more documents in the like form each signed by one or more of the members, (or being bodies corporate, by their duly authorised representatives). Such a resolution may also consist of one or more telefax or facsimile messages in like form signed in the name of each or all of the Members provided that in the case of each such telefax or facsimile message the Secretary or any Director shall have endorsed the same with a certificate stating that he is satisfied as to the authenticity thereof.

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11. Subject to Section 104 of the Companies Ordinance concerning Annual General Meetings, all other meetings (including Extraordinary General and Class Meetings of the members of the Company and all meetings of the Board of Directors including any committees of the Board of Directors) may be conducted by the use of a conference telephone or similar facility provided always that the Chairman of the Meeting notes his satisfaction that all of the members of the Company (in the case of Meetings of Members of the Company) and that all of the Directors of the Company (in the lace of Meetings of Directors of the Company):

(a)	have been notified of the convening of the Meeting and the availability of the conference telephone or similar facility for the meeting: and
(b)	can hear and contribute to the meeting and such participation in a meeting shall constitute presence in person at the meeting.

12. On a show of hands every member present in person or by proxy and entitled to vote shall have one vote and on a poll every member present in person or ny proxy shall have one vote for each share of which he is the holder. In the case of an equality of votes, whether on a show of hands or a poll, the Chairman of the Meeting shall have a second or casting vote.

13. The Company may from time to time in General Meeting increase or reduce the number of Directors. Any casual vacancy occurring in the Board of Directors may be filled by the Directors appointing another person to fill the vacancy. The Directors may also appoint additional Directors, subject to the maximum number permitted from time to time.

BORROWING POWERS

14. The Directors may exercise all the powers of the Company to raise or borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and to issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party.

15. The Directors may borrow or raise any such moneys as aforesaid upon or by the issue or sale of any bonds, debenture, debenture stock, or securities and upon such terms as to time of repayment, rate of interest, price of issue or sale, payment of premiums or bonuses upon redemption or repayment or otherwise as they may think proper, including a right for the holders of bonds, debenture, debenture stock or securities to exchange the same for shares in the Company or any class of shares authorised to be issued.

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16. Subject as aforesaid, The Directors may secure or provide for the payment of any moneys to be borrowed or raised by a mortgage of or charge upon all or any part of the undertaking or property of the Company, both present and future and confer upon any mortgagees or persons in whom the debenture , debenture stock or security is vested, such rights and powers as they think necessary or expedient, and they may vest any property of the Company in trustees for the purpose of securing any moneys so borrowed or raised and confer upon the trustees or any debenture holders such rights and powers as the Directors think necessary and expedient in relation to the undertaking or property of the Company, or the management of the realisation thereof or the making, receiving or enforcing of calls upon the members in respect of unpaid capital and otherwise and may make and issue debentures to trustees for the purpose of further securities and any such trustee may be remunerated.

17. The Directors may give security for the payment of moneys payable by the Company in like manner as for the payment of money borrowed or raised.

DIRECTORS

18. A resolution in writing signed by all Directors for the time being entitled to receive notice of a meeting of the Directors shall be as valid as if it had been passed at a meeting of the Directors duly convened and held and may consist of one or more documents in the like form each signed by one or more of the Directors.

19. Any Director may in writing appoint any person who is approved by the majority of the Directors, to be his alternate to act in his place at any meeting of the Directors at which he is unable to be present. Every such alternate shall be entitled to notice of meetings of the Directors and to attend and vote thereat as a Director when the person appointing him is not personally present, and where he is a Director, to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. Every such alternate shall be an officer of the Company and shall not be entitled to be an agent of the Director appointing him. The remuneration payable to the Director appointing him, and the proportion thereof shall be agreed between them.

20. A Director shall not be required to hold any shares in the Company.

21. The Office of Director shall be vacated if the Director:-

a)	is adjudged bankrupt,
b)	becomes of unsound mind
c)	is absent from the meetings of the Directors for six months without the leave of the other directors or a majority of them,
d)	becomes prohibited by law from acting as a Director,

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     is removed from office under the provisions of Article 22 thereof,

resigns his office by notice in writing to the company regulation 72 of Table A shall be amended accordingly.

22. The Company may be ordinary resolution of which special notice has been given, or by special resolution remove any Director from office, notwithstanding any provisions of these presents or of any agreement between the Company and such Director, but without prejudice to any claim he may make for damages for breach of such agreement.

23. The Directors of the Company shall not be required to retire by rotation and Regulation 73 to 80 (inclusive) of Table A shall be amended accordingly.

24. A Director appointed to fill a casual vacancy or as an addition to the Board shall not automatically have to retire from office at the Annual General meeting next following his appointment and regulation 78 of Table A shall be amended accordingly.

25. The Directors may from time to time appoint one or more of their body to hold any executive office in the management of the business of the Company including the Office of President, Chairman, managing Director, Chief Executive Officer or any other title and deputies or assistants to these positions as the Directors may decide and on such terms as they think fit, and if no period or terms are fixed, then such executive shall comply with such directions as may be given to him by the Directors from time to time, and the appointment shall be automatically terminated (without prejudice to any claim he may have for damages for breach of contract or service between him and the Company) if he shall cease to be a Director.

26. Every Director shall be entitled to receive notices of and attend and speak at all General Meetings of the holders of any class of shares in the capital of the Company.

27. Unless and until otherwise determined by the Company in General Meeting, the number of Directors shall not be less than one nor more than twenty, the first. Directors will be the persons determined in writing by the majority of the subscribers of the Memorandum of Association.

28. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be two when there are two or more Directors and one when there is a sole Director, and regulation 82 of Table A shall be amended accordingly.

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29. The provisions of regulation 70 of Table Ain so far only as they relate to the duties of Directors present at any meeting to sign their names in a book to be kept for that purpose shall not apply to the Company.

30. A Director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any Meeting of the Directors at which any such contract or proposed contract or arrangement shall come before the Meeting for consideration.

31. A Meeting of the Directors or of the Members of the Company may be held in Gibraltar or elsewhere in the world.

POWER OF ATTORNEY

32. The Directors may from time to time and at any time by power of attorney appoint any company, firm, person or body of persons to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion ( not exceeding those vested in or exercisable by the Directors under these regulations) and for such period and subject to such conditions as they may think fit.

SECRETARY

33. The first Secretary of the Company shall be Eurolife Management Services Limited, who shall hold office until his resignation or is removed at a meeting of the Directors.

NOTICES

34. Any notice required to be given by the Company to any person (“the recipient”) under these articles may be given by mean of delivery, post, cable, telegram, telex, telefax, electronic mail or any other means of communication approved by the Directors, to the address or number of the recipient notified to the Company by the recipient for such purposes (or if not so notified, then to the address or number of the recipient last known to the Company). Any notice so given shall be deemed, in the absence of any agreement to the contrary between the Company and the recipient, to have been served at the expiration of 48 hours after dispatch and regulation 103 to 107 (inclusive) shall be modified accordingly.

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CAPITALIZATION OF PROFITS

35. The Company in General Meeting may upon the recommendation of the Directors resolve that it is desirable to capitalise any part of the amount for the time being standing to the credit of the profit and loss account or otherwise available for distribution, and accordingly that such sum be set free for distribution amongst the members who would have been entitled thereto if distributed by way of dividend and in the same proportions on condition that the same be not paid in cash but be applied either in or towards paying up any amounts for the time being unpaid on any shares held by such members in the proportion aforesaid, or partly in the one way and partly in the other, and the Directors shall give effect to such resolution.

36. Whenever such a resolution as aforesaid shall have been passed, the Directors shall make all appropriations and applications of the undivided profits resolved to be capitalised thereby, and all allotments and issues of fully paid shares or debentures, if any, and generally shall do all acts and things required to give effect thereto, with full power to the Directors to make such provisions by the issue of fractional certificates or by payment in cash or otherwise as they think fit regarding the case of shares or debentures becoming distributable in fractions, and also to authorize any person to enter on behalf of all the members entitled thereto into an agreement with the Company providing for the allotment to them respectively, credited as fully paid up, of any further shares or debentures to which they may be entitled upon such capitalization, or (as the case may require) for the payment up by the Company on their behalf, by the application thereto of their respective proportions of the profits resolved to be capitalised, of the amounts or any part of the amounts remaining unpaid on their existing shares, and any agreement made under such authority shall be effective and binding on all such members.

RESERVE FUND

37. Before recommending a dividend the Directors may set aside any part of the net profits of the Company to a reserve fund, and may apply the same either by employing it in the business of the Company or by investing it in such manner as they shall think fit. Income arising from such reserve fund shall be treated as part of the gross profits of the Company. The reserve fund may be applied for the purpose of maintaining the property of the Company, replacing wasting assets, meeting contingencies, forming an insurance fund, equalising dividends, paying special dividends or bonuses, or for any other purpose for which the net profits of the Company may lawfully be used, and until the same shall be so applied it shall be deemed to remain undivided profit. The Directors may also carry forward to the accounts of the succeeding year or years any profit or balance of profit which they shall not think fit to divide or to place to reserve.

WINDING UP

38. If the Company shall be wound up the liquidator may, with the sanction of the extraordinary resolution of the company and any other such sanction required by the Ordinance, divide amongst the members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may,

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for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different Classes of Members. The liquidator may with the like sanction , vest the whole or any part of such assets in trustees upon such trusts for the benefit of contributories as the liquidator with the like sanction shall think fit , but so that no member shall be compelled to accept any shares or other securities whereupon there is any liability.

THE SEAL

39. The Seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors , and in the presence of a Director and of a Secretary or two Directors and that the Director and the Secretary or two Directors aforesaid shall sign every instrument to which the Seal of the Company is so annexed in their presence.

40. The Company may have for use in as many territories, districts, or places outside Gibraltar as the Directors shall resolve, an official Seal which all be a facsimile of the Common Seal of the Company with the addition on its face of the name of every territory, district or place where the Seal is to be used.

INDEMNITY

41. Every Director, Secretary, Agent or other officer of the Company shall be entitled to be indemnified out of the assets of the Company against all losses or liabilities which he may sustain or incur in or about the execution of the duties of his office or otherwise in relation thereto, including any liability incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted and no Director or other officer shall be liable for any loss or damage incurred by the Company in the execution of the duties of his office or in relation thereto.

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NAME, ADDRESSES & DESCRIPTION OF SUBSCRIBERS

Anthony Joseph Smith,
1 Corral Road,
Gibraltar

Consultant

Dated this 9th day of September 2004

/s/ Anthony Joseph Smith Anthony Joseph Smith

Witness to the above signatures:

/s/ K. Bntto

K. Bntto
33 Renown House,
Laguna Estate
Gibraltar

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EX-4.1

Exhibit 4.1

1. The Company is a Private Company within the meaning of the Companies Ordinance and accordingly the following provisions shall have effect namely:

a) The right to transfer and transmit the shares of the Company is restricted in the manner hereinafter provided.

b) The number of Members of the Company (exclusive of persons who are in the employment of the Company and of persons who have been formerly in the employment of the Company who were, while in such employment and have continued after the termination of such employment to be Members of the Company) is limited to fifty provided that where two or more persons hold one or more Shares of the Company jointly, they shall for the purpose of this Article be treated as a single Member.

c) Any invitation to the public to subscribe for any shares or debentures or debenture stock of the Company is hereby prohibited.

2. The Shares of the Company shall be allotted by the Directors to such persons at such times and upon such terms and conditions and either at a premium or at par as they think fit, and with full power to give to any person the call of any Shares either at par or at a premium during such time and for such consideration as the Directors think fit.

3. No Shares in the Company may be transferred to any person or company without the approval of the Board of Directors. The Directors may, in their absolute discretion and without assigning any reason therefore, decline to register any transfer of any share whether or not it is a fully paid share. Subject to the provisions of Section 46 of the act, any preference shares may with the sanction of a special resolution be issued upon the terms that they are or at the option of the Company, are liable to be redeemed.

4. In regulation 7 of Table A, the words (“not being a fully paid share” and “other than fully paid shares”) shall be omitted and the lien conferred by that Regulation shall attach to all shares registered in the name of any person indebted or under liability to the Company whether he shall be the sole registered holder thereof or one of two or more joint holders.

5. The Company may issue redeemable shares on such terms and conditions as it sees fit. The Company may redeem, cancel, sell or otherwise deal in its own shares as permitted by law.

6. The shares may be divided into several classes, and there may be attached thereto respectively any preferential, deferred or other special rights, privileges, conditions or restrictions as to dividend, capital, voting or otherwise.

EX-21.1

Exhibit 21.1 Subsidiaries of Acquired Company

Digifonica Canada Limited, a British Columbia corporation

Digifonica Intellectual Property Limited, a Gibraltar corporation.