RushNet, Inc. For the Quarter Ended June 30, For the Year Ended December 31, For the Year Ended December 31, 2016

Transcription

1 RushNet, Inc. Initial Company Information and Disclosure Statement For the Quarter Ended June 30, 2018 For the Year Ended December 31, 2017 For the Year Ended December 31, 2016

2 RushNet, Inc. Initial Company Information and Disclosure Statement June 30, 2018 December 31, 2017 December 31, 2016 PART A GENERAL COMPANY INFORMATION ITEM 1 NAME OF ISSUER AND PREDECESSOR RushNet, Inc. as of June 30, 2018 ITEM 2 ADDRESS OF ISSUER S PRINCIPAL EXECUTIVE OFFICES 1001 Grand Avenue, Suite 207 Glenwood Springs, Colorado ITEM 3 JURISDICTION AND DATE OF ISSUER S INCORPORATION Colorado January 15, 1997 PART B SHARE STRUCTURE ITEM 4 - TITLE AND CLASS OF SECURITIES OUTSTANDING Common Stock The Company is authorized to issue 12,000,000,000 shares of $.001 par value common stock. The Company s common stock is traded through OTC Markets Electronic Quotation Service under the symbol RSHN (Cusip ). As of June 30, 2018, there were 7,729,739,834 shares of the Company s common stock outstanding. Preferred Stock The Company is authorized to issue 50,000,000 shares of $.0001 par value Series A preferred stock. ). As of June 30, 2018, there were 35,000,000 shares of the Company s Series A preferred stock outstanding.

3 ITEM 5 DESCRIPTION OF SECURITIES Common Stock (Par Value $.001 per share) a. Dividends Through June 30, 2018, the Company has not declared or paid any dividends. b. Voting Rights one vote per share of common stock c. Preemption Rights None d. Material Rights None e. Provisions in Charter or By-Laws that would delay, defer or prevent a Change in control of the issuer None. Preferred Stock (Par Value $.0001 per share) (1) Dividend Rate. The holders of Series A Preferred Stock shall be entitled to receive dividends in the amount of 10% (ten percent) of the assets legally available therefore before the payment of dividends to the holders of shares of Common Stock. (2) Voting Rights. Each holder of Series A Preferred Stock shall be entitled to 300 (three hundred) votes for each one share of Series A Preferred Stock held by him. (3) Liquidation Rights. In the event of a liquidation, dissolution, or winding up of the affairs of the corporation, whether voluntary or involuntary, the holders of shares of the Series A Preferred Stock shall have priority over the corporation's assets available for distribution in the event of any liquidation or dissolution of the corporation. A merger, conversion, exchange, or consolidation of the corporation with or into any other person or sale or transfer of all or any part of the assets of the corporation (which shall not in fact result in the liquidation of the corporation and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the corporation. (4) Conversion, Redemption, or Preemptive Rights. The holders of Series A Preferred Stock shall have the right to convert their shares of Series A Preferred Stock to Common Stock, at their exclusive option, but only following three months' notice to the holders of Common Stock, at the rate of 300 shares of Common Stock for every one share of Series A Preferred Stock owned or held by them, respectively.

4 ITEM 6 NUMBER OF SHARES OR TOTAL AMOUNT OF SECURITIES OUTSTANDING FOR EACH CLASS OF SECURITIES AUTHORIZED Common Stock Shares authorized 12,000,000,000 12,000,000,000 12,000,000,000 Shares outstanding 7,729,739,834 7,729,739,834 7,729,739,834 Freely tradable 7,127,023,194 7,127,023,194 7,127,023,194 Beneficial shareholders Shareholders of record Preferred Stock Shares authorized 50,000,000 50,000,000 50,000,000 Shares outstanding 35,000,000 35,000,000 35,000,000 Freely tradeable Beneficial shareholders Shareholders of record PART C BUSINESS INFORMATION ITEM 7 NAME AND ADDRESS OF TRANSFER AGENT Mountain Share Transfer, LLC 2030 Powers Ferry Road SE Atlanta, GA Registered under the Exchange Act ITEM 8 NATURE OF ISSUER S BUSINESS Business Development The Company s focus is on developing businesses and products for the hemp and CBD industries.

5 We are currently listed with the National Quotation Bureau under the trading symbol RSHN. The Company is on a calendar year-end basis. The Company is not party to any material legal proceedings or administrative actions. Business of Issuer The Company s focus is on developing businesses and products for the hemp and CBD industries including specialty beverages. On March 8, 2018, the Company acquired the intellectual property rights pertaining to the trademark Knockout Punch TM. The Company s SIC Code is The Company is not now a shell company. The Company has two employees. ITEM 9 NATURE OF PRODUCTS OR SERVICES OFFERED Principal Products The Company s principal products are being developed, including some under the name Knockout Punch TM for which the Company has a trademark application. Distribution and Marketing The Company is developing its distribution and marketing plans. New Products None at this time Competitive Business Conditions None identified at this time. Sources and Availability of Raw Materials None identified at this time. Major Customers None identified at this time. Patents and Trademarks The Company has a trademark applied for - Knockout Punch TM. Government Regulations None identified at this time.

6 ITEM 10 NATURE AND EXTENT OF ISSUER S FACILITES The Company s current business operations do not require the maintenance of an administrative office or the incurrence of month-to-month rent. PART D MANAGEMENT STRUCTURE AND FINANCIAL INFORMATION ITEM 11 NAME OF CHIEF EXECUTIVE OFFICER, MEMBERS OF THE BOARD OF DIRECTORS AND CONTROL PERSONS Richard Goulding Frank Deangelo Director, Chairman Chief Medical Officer, Vice President, Treasurer, Secretary Chief Executive Officer There is currently no family relationship between any Director or Executive Officer of the Company. Listed below are the names of all Directors and Executive Officers of the Company, all positions and offices with the Company held by such person, the period during which he has served as such, and the principal occupations and employment of such persons during the last five years: Frank Deangelo, Chief Executive Officer Frank Deangelo is the Chief Executive Officer of RushNet, Inc. Mr. Deangelo is the retired President and CEO of Applejam, Inc. which was one of the world s largest restaurant franchises which he grew to having over $120,000,000 in sales with over 2500 employees before selling it. Compensation from Issuer: YTD 6/30/18 YE 12/31/17 YE 12/31/16 Salary $ -0- $ -0- $ -0- Restricted Stock Awards

7 Richard Goulding, Director, Chairman, Chief Medical Officer, Vice President, Treasurer, Secretary Richard Goulding, M.D. is the chairman of the board, Vice President, treasurer and secretary. He is a Board-certified surgeon who, as CEO of POTN, presided over their twelve-fold escalation of stock price. He offers his years of expertise to the project. Dr. Goulding is currently engaged in CBD products testing and effectiveness for proprietary POTN products and oversees physicians actively engaged in the process. Compensation from Issuer: YTD 6/30/18 YE 12/31/17 YE 12/31/16 Salary $ -0- $ -0- $ -0- Restricted Stock Awards Michael Hough served as CEO, President, CFO, from October 24, 2016 until his resignation on June 10, Legal/Disciplinary History Within in the last five years, none of the foregoing persons has been convicted in a criminal proceeding or has been named as a defendant in a criminal proceeding; been subject to an order, judgment or decree by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person s involvement in any type of business, securities, commodities or banking activities; been subject to a finding or judgment by a court of competent jurisdiction, the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator, of a violation of federal or state securities or commodities law; or been subject of an order by a selfregulatory organization that permanently or temporarily barred, suspended or otherwise limited such person s involvement in any type of business or securities activities. Family Relationships There are no family relationships among or between the issuer s directors, officers or beneficial owners of more than five percent of any class of the issuer s equity securities.

8 Related Party Transactions There are no transactions within the last three fiscal years involving the issuer in which (i) the amount involved exceeds the lesser of $120,000 or one percent of the average of the issuer s total assets at year-end for its last three fiscal years and (ii) any related person had or will have a direct or indirect material interest. Conflicts of Interest There were no conflicts of interest with any executive officer or director with competing professional or personal interests. ITEM 12 FINANCIAL INFORMATION FOR THE ISSUER S MOST RECENT FISCAL PERIOD SEE EXHIBIT A ATTACHED ITEM 13 FINANCIAL INFORMATION FOR THE ISSUER S TWO PRECEEDING FISCAL YEARS SEE EXHIBIT A ATTACHED ITEM 14 BENEFICIAL OWNERS None No. of Shares Beneficially Owned None

9 ITEM 15 - NAME, ADDRESS, TELEPHONE NUMBER, AND ADDRESS OF OUTSIDE PROVIDERS THAT ADVISE THE ISSUER ON MATTERS RELATING TO THE OPERATIONS, BUSINESS DEVELOPMENT AND DISCLOSURE Counsel John E. Dolkart, Jr., Esq Kettner Blvd, Suite 416 San Diego, CA Tel: (702) Fax: (619) john@dolkartlaw.com Investor Relations None ITEM 16 MANAGEMENT S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION The Company s focus is on developing businesses and products, with particular emphasis on the hemp and CBD industries and products that are particularly well suited to this sector. On March 8, 2018, the Company acquired the intellectual property rights pertaining to the trademark Knockout Punch TM, including the rights to all copyrights, inventions, designs, trade secrets, trademarks, trade styles, trade names, logos, trade dress, domain names and any other intellectual property used in connection with the development, design, formulation, packaging, distribution and sale of products bearing the IP, including all patent licenses and sub-licenses granted and obtained with respect to the IP, and rights thereunder and remedies against infringements thereof in connection with the IP. Issues and Uncertainties None material at this time.

10 Results of Operations We generated no revenues during the fiscal years ended December 31, 2016 and 2017 and for the six months ended June 30, We incurred costs and expenses totaling $0 for the year ended December 31, 2016, $900 for the year ended December 31, 2017 and $600 for the six months ended June 30, Our net loss for the year ended December 31, 2016 was $0, $900 for the year ended December 31, 2017 and $600 for the six months ended June 30, We had negative working capital of $76,683 as of December 31, 2016, $77,583 as of December 31, 2017 and $78,183 as of June 30, To the extent that cash flow is unavailable, management intends to raise all necessary capital through private financing, the sale of our securities and/or joint venture partnerships. During the period from January 15, 1997 (inception) through June 30, 2018, the Company has accumulated a deficit of $7,811,423. During this period, the Company has engaged in no significant operations other than organizational activities, acquisition of capital, compliance with its periodical reporting requirements, and efforts to locate suitable joint venture partners. All of our planned activities are dependent upon our ability to obtain adequate financing. Financing, is being sought through private loans, the sale of equity and joint ventures. Plan of Operations and Need for Additional Financing During the fiscal years ending December 31, 2016 and 2017 and the six months ended June 30, 2018, the Company continued with efforts to seek, investigate, and, if warranted, acquire one or more properties or businesses. In order to proceed with its plans for the next year, it is anticipated that the Company will require additional capital in order to meet its cash needs. These include the costs of compliance with the continuing reporting requirements of the Securities Exchange Act of 1934, as amended, as well as any costs the Company may have incurred in developing the current business plan. No specific commitments to provide additional funds have been made by management or other stockholders, and the Company has no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities. Accordingly, there can be no assurance that any additional funds will be available to the Company to allow it to cover its expenses. Notwithstanding the foregoing, to the extent that additional funds are required, the Company anticipates receiving such funds through the private placement of restricted securities rather than through a public offering.

11 Off-Balance Sheet Transactions The Company does not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements. PART E ISSUANCE HISTORY ITEM 17 LIST OF SECURITIES OFFERING AND SHARES ISSUED FOR SERVICES IN THE PAST TWO YEARS NONE PART F EXHIBITS ITEM 18 MATERIAL CONTRACTS NONE ITEM 19 ARTICLES OF INCORPORATION SEE EXHIBIT B ATTACHED ITEM 20 PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS The Company, nor any purchasers affiliated with the Company, has made no purchases of equity securities. ITEM 21 ISSUER S CERTIFICATIONS 1. I, Richard Goulding, have reviewed this Initial Company Information and

12 Disclosure Statement dated June 30, 2018 of RushNet, Inc.; 2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the disclosure statements; and 3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement. Date: July 24, 2018 /s/ Richard Goulding Richard Goulding, Chairman

13 EXHIBIT A ITEM 12 - FINANCIAL INFORMATION FOR THE ISSUER'S MOST RECENT FISCAL PERIOD ITEM 13 - FINANCIAL INFORMATION FOR THE ISSUER'S TWO MOST RECENT FISCAL YEARS RushNet, Inc. Balance Sheets (Unaudited) ASSETS June 30, December 31, December 31, CURRENT ASSETS Cash and cash equivalents $ - $ - $ - Total current assets INTELLECTUAL PROPERTY 350, Total Assets $ 350,000 $ - $ - STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 78,183 $ 77,583 $ 76,683 Advances from shareholders Accrued expenses Current maturities of notes payable Total current liabilities 78,183 77,583 76,683 LONG-TERM NOTES PAYABLE Total Liabilities 78,183 77,583 76,683 STOCKHOLDERS' EQUITY Common stock - par value $ ,000,000,000 shares authorized; 7,729,739,834 shares issued and outstanding respectively 7,729,740 7,729,740 7,729,740 Preferred stock - par value $.0001; 50,000,000 shares authorized; 35,000,000 shares issued and outstanding respectively 3,500 3,500 3,500 Stock to be issued 350, Paid-in capital Retained earnings (deficit) (7,811,423) (7,810,823) (7,809,923) Total stockholders' equity 271,817 (77,583) (76,683) Total Liabilities and Stockholders' Equity $ 350,000 $ - $ - The accompanying notes are an integral part of these financial statements.

14 RushNet, Inc. Statements of Operations (Unaudited) Six Months Ended Year Ended Year Ended June 30, December 31, December 31, REVENUES $ - $ - $ - OPERATING COSTS AND EXPENSES Total Expenses Operating Income (Loss) (600) (900) (600) OTHER INCOME (EXPENSES) Income before income taxes (600) (900) (600) Provision for income taxes NET INCOME (LOSS) $ (600) $ (900) $ (600) Earnings Per Share (see Note 2): Basic weighted average number of common shares outstanding 7,729,739,834 7,729,739,834 7,729,739,834 Basic income (loss) per share $ - $ - $ - Diluted weighted average number of common shares outstanding 18,229,739,834 18,229,739,834 18,229,739,834 Diluted income (loss) per share $ - $ - $ - The accompanying notes are an integral part of these financial statements.

15 RushNet, Inc. Statement of Stockholders' Equity (Unaudited) Common Stock Preferrd Stock Paid-in Stock To Retained Shares Amount Shares Amount Capital Be Issued Earnings Total Balance, December 31, ,729,739,834 $ 7,729,740 35,000,000 $ 3,500 $ - $ - $ (7,809,923) $ (76,683) Net income (loss) for period $ - - Balance, December 31, ,729,739,834 $ 7,729,740 35,000,000 $ 3,500 $ - $ - $ (7,809,923) $ (76,683) Net income (loss) for period (900) (900) Balance, December 31, ,729,739,834 $ 7,729,740 35,000,000 $ 3,500 $ - $ - $ (7,810,823) $ (77,583) Acquisition of intellectual property in exchange for 350,000,000 shares of common stock (March 4, 2018) - $ - - $ - $ - $ 350,000 $ - $ 350,000 Net income (loss) for period (600) (600) Balance, June 30, ,729,739,834 $ 7,729,740 35,000,000 $ 3,500 $ - $ 350,000 $ (7,811,423) $ 271,817 The accompanying notes are an integral part of these financial statements.

16 RushNet, Inc. Statements of Cash Flows (Unaudited) Six Months Ended Year Ended Year Ended June 30, December 31, December 31, Operating activities: Net income (loss) $ (600) $ (900) $ - Adjustments to reconcile net income/loss to net cash useed in operating activities: Non-cash compensation (Increase) decrease in assets: Other assets Increase (decrease) in liabilities: Accounts payable Accrued expenses Total adjustments Net cash from/(used in) operating activities Investing activities: Purchases of property and equipment Net cash used in investing activities Financing activities: Issuance of stock for cash Payments on borrowings Proceeds from borrowings Net cash provided by financing activities Net increase(decrease) in cash and cash equivalents $ - $ - $ - Cash and cash equivalents at beginning of period Cash and cash equivalents at end of period $ - $ - $ - Supplemental cash flow information: Cash paid during the period for interest $ - $ - $ - Cash paid during the period for income taxes $ - $ - $ - Noncash investing and financing activities: Acquistion of intelletual property for stock $ 350,000 $ - $ - The accompanying notes are an integral part of these financial statements.

17 RushNet, Inc. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2018 (Unaudited) NOTE 1 - Organization and Basis of Presentation RushNet, Inc. ("RushNet", "the Company", "we" or "us") was formed on December 19, 2015 in the State of Colorado. In the opinion of management, the accompanying balance sheets and related statements of income, cash flows, and stockholders equity, consisting only of normal recurring items, necessary for their fair presentation in conformity with accounting principles generally accepted in the United States of America ( U.S. GAAP ). Preparing financial statements requires management to make estimates and assumptions that affect the amounts of assets, liabilities, revenue, and expenses. Actual results and outcomes may differ from management s estimates and assumptions. NOTE 2 - Summary of Significant Accounting Policies Cash and Cash Equivalents The Company considers those short-term, highly liquid investments with original maturities of three months or less as cash and cash equivalents. Property and Equipment Provision is made for depreciation of office furniture fixtures and equipment, machinery and equipment, and building. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets which are 5 to 10 years. Impairment of Long-Lived Assets In accordance with Statement of Financial Accounting Standards ( SFAS ) 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" the Company reviews its long-lived assets for impairments. Impairment losses on long-lived assets are recognized when events or changes in circumstances indicate that the undiscounted cash flows estimated to be generated by such assets are less than their carrying value and, accordingly, all or a portion of such carrying value may not be recoverable. Impairment

18 RushNet, Inc. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2018 (Unaudited) losses then are measured by comparing the fair value of assets to their carrying amounts. No Impairment was recognized for any of the periods presented. Revenue Recognition Revenues are recognized when earned. Earnings Per Share Basic profit or (loss) per share is calculated by dividing the Company s net profit or loss applicable to common shareholders by the weighted average number of common shares issued and outstanding during the period. Diluted earnings per share is calculated by dividing the Company s net income/(loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. For the Year For the Years Ended Ended June 30, 2018 December 31, 2017 and 2016 Income (Loss) $ (600) $ (1500) Basic Average Number of Shares Outstanding 7,729,739,834 7,729,739, ,993,353 Basic Earnings (Loss) Per Share $ (0.00) $ (0.00) Diluted Average Number of Shares Outstanding 18,229,739,834 18,229,739,834 Diluted Earnings (Loss) Per Share $ (0.00) $ (0.00)

19 RushNet, Inc. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2018 (Unaudited) Income Taxes The Company records deferred income taxes using the liability method as prescribed under the provisions of SFAS No Under the liability method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement and income tax bases of the Company's assets and liabilities. An allowance is recorded, based upon currently available information, when it is more likely than not that any or all of the deferred tax assets will not be realized. The provision for income taxes includes taxes currently payable, if any, plus the net change during the year in deferred tax assets and liabilities recorded by the Company. 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 the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. NOTE 3 - Stockholders Equity At various stages in the Company s development we have issued shares of common stock, valued at fair market value, for services or assets with a corresponding charge to operations or property and equipment. In accordance with SFAS 123, these transactions, except for stock issued to employees, have been recorded on the Company s books at the fair value of the consideration received or the fair value of the common stock issued, whichever is more reliably measured. NOTE 4 - Related Parties See note 5 below.

20 RushNet, Inc. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2018 (Unaudited) NOTE 5- Acquisition of Intellectual Property On March 8, 2018, the Company acquired certain intellectual property from the Company s CEO for $350,000. The sale included the intellectual property rights pertaining to the trademark Knockout Punch TM, including the rights to all copyrights, inventions, designs, trade secrets, trademarks, trade styles, trade names, logos, trade dress, domain names and any other intellectual property used in connection with the development, design, formulation, packaging, distribution and sale of products bearing the IP, including all patent licenses and sub-licenses granted and obtained with respect to the IP, and rights thereunder and remedies against infringements thereof in connection with the IP. Under the terms of the sale, the purchase price of $350,000 is to be paid in shares of the Company s common stock based on price per share of $.001 equal to 350,000,000 shares. Note 6 Liability The Company owes the State of Nevada a total of $42,750 for unpaid franchise tax fees for the periods NOTE 7 - Income Taxes The Company has adopted FASB 109 to account for income taxes. No provision for income taxes has been recorded in these financial statements based on the net operating loss carry-forward of $7,811,423 as of June 30, 2018 that will be offset against future taxable income. Due to the uncertainty as to the utilization of net operating loss carryforwards, an evaluation allowance has been made to the extent of any tax benefit that net operating losses may generate. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and the related valuation account as of the periods presented are as follows:

21 RushNet, Inc. NOTES TO FINANCIAL STATEMENTS JUNE 30, 2018 (Unaudited) June 30, December 31, and 2016 Deferred tax asset: Net operating loss carry-forward $ 7,811,423 $ 7,810,823 Valuation allowance ( 7,811,423) ( 7,810,823) $ - $ - At June 30, 2018 the Company had net operating loss carry-forwards totaling $7,811,423 that, if conditions of the Internal Revenue Codes are met, can be carried forward to offset future earnings. These carry-forwards expire in various amounts through 2025.

22 EXHIBIT B ITEM 19 ARTCILES OF INCORPORATION AMENDED ARTICLES OF INCORPORATION changing its name back to RUSHNET INC., from RSHN TRANSITION CORPORATION ( ) PURSUANT TO the applicable provisions of Colorado Revised Statutes ( CRS ), the Board of Directors for RushNet Inc. (the Corporation ) hereby adopt these Amended Articles of Incorporation, with the approval of its control shareholders: WHEREAS, the Corporation s common voting equity securities are quoted over-the-counter on the Link Alternative Trading System, which is managed and overseen by OTC Markets, Inc., under the symbol RSHN (US.RSHN.PK); and WHEREAS, prior to it having become a Colorado domestic, for-profit Corporation, the Corporation was a Nevada Corporation named RushNet, Inc. ; and WHEREAS, on January 2, 2015, the Corporation filed a Plan of Conversion, which redomesticated the Corporation from Nevada to Colorado, and contemporaneously filed Articles of Incorporation with and accepted for filing by the Colorado Secretary of State s Office; and WHEREAS, on December 19, 2015, the Corporation amended its Articles of Incorporation; changing its name from RushNet, Inc. to RSHN Transition Corporation and hereby vacates, reverses and vitiates that action, instead retaining its name as RushNet, Inc. NOW THEREFORE THE CORPORATION HEREBY ADOPTS THE FOLLOWING AS ITS ARTICLES OF INCORPORATION, hereby incorporating by this reference, the above recitals: ARTICLE I NAME. The name of this Corporation shall remain as RushNet Inc., hereby taking whatever action is necessary to cause it to be RushNet, Inc., retroactively, and not RSHN Transition Corporation. ARTICLE II PURPOSES AND POWERS. 1. Purposes. Except as may otherwise be restricted by these Articles of Incorporation, the Corporation is organized for the purpose of transacting all lawful business for which Corporations may be incorporated under the Colorado Business Corporation Act. 2. General Powers. Except as restricted by these Articles of Incorporation, the Corporation shall have and may exercise all powers and rights to which a Corporation may exercise legally pursuant to the Colorado Business Corporation Act in force as of the filing date of these Articles of Incorporation.

23 Duration. The Corporation shall have the power to exist in perpetuity, from and after the date of the filing of these Articles of Incorporation with the Secretary of State of the State of Colorado unless otherwise dissolved by the shareholders (as provided hereinbelow) or by operation of law. ARTICLE III CAPITAL STOCK. 1. Authorized Shares. The aggregate number of shares which the Corporation shall have authority to issue is twelve billion fifty million (12,050,000,000) shares, consisting of two classes of stock. The first class shall be designated Common Stock, par value $ per share, and the second class shall be designated Series A Preferred Stock, par value $ per share. Non-Assessment of Stock. The capital stock of the Corporation, after the amount of the subscription price has been fully paid by the subscriber to the Corporation, shall not be assessable for any purpose, and no stock issued as fully paid shall ever be assessable or assessed. No Personal Liability of Shareholders. No shareholder of the Corporation, whether the holder of Common Stock or Series A Preferred Stock is or shall become individually liable for the debts or liabilities of the Corporation. The voting powers, designations, preferences, limitations, restrictions, and relative, participating, optional, and other rights, and the qualifications, limitations, or restrictions thereof, of the Corporation s series and classes of common and preferred stock, respectively, are as follows: a. Common Stock. (1) Dividend Rate. Subject to the rights of holders of the Series A Preferred Stock, having preference as to dividends and except as otherwise provided or limited in these Articles of Incorporation, as from time to time amended (hereinafter, the Articles ) or the CRS, the holders of Common Stock shall be entitled to receive dividends when, as, and if declared by the board of directors out of assets legally available therefor. (2) Voting Rights. Except as otherwise provided by the CRS, the holder of one duly authorized and issued, fully-paid and non-assessable share of Common Stock shall be entitled to one vote. No holder of shares of Common Stock shall have the right to cumulate votes. (3) Liquidation Rights. In the event of liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, subject to the prior rights and reservations by holders of the Series A Preferred Stock, the holders of shares of Common Stock can share ratably in the Corporation s assets and shall share equally and ratably in the Corporation s assets available for distribution after giving effect to any liquidation preference of any shares of the Series A Preferred Stock. A merger, conversion, exchange, or consolidation of the Corporation with or into any other person or sale or transfer of all or any part of the assets of the Corporation (which shall not in fact result in the liquidation of the Corporation and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation.

24 (4) No Conversion, Redemption, or Preemptive Rights. Unless otherwise provided by the Corporation s board of directors, the holders of Common Stock shall not have any conversion, redemption, or preemptive rights. (5) Consideration for Shares. Shares of Common Stock authorized by this article shall be issued for such consideration as shall be fixed, from time to time, by the board of directors. b. Series A Preferred Stock. (1) Dividend Rate. The holders of Series A Preferred Stock shall be entitled to receive dividends in the amount of 10% (ten percent) of the assets legally available therefor before the payment of dividends to the holders of shares of Common Stock. (2) Voting Rights. Each holder of Series A Preferred Stock shall be entitled to 300 (three hundred) votes for each one share of Series A Preferred Stock held by him. (3) Liquidation Rights. In the event of a liquidation, dissolution, or winding up of the affairs of the Corporation, whether voluntary or involuntary, the holders of shares of the Series A Preferred Stock shall have priority over the Corporation s assets available for distribution in the event of any liquidation or dissolution of the Corporation. A merger, conversion, exchange, or consolidation of the Corporation with or into any other person or sale or transfer of all or any part of the assets of the Corporation (which shall not in fact result in the liquidation of the Corporation and the distribution of assets to stockholders) shall not be deemed to be a voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Corporation. (4) Conversion, Redemption, or Preemptive Rights. The holders of Series A Preferred Stock shall have the right to convert their shares of Series A Preferred Stock to Common Stock, as their exclusive option, on three months notice to the holders of Common Stock, at the rate of 300 shares of Common Stock for every one share of Series A Preferred Stock owned or held by them, respectively. (5) Consideration for Shares. Shares of the Series A Preferred Stock issued in future shall be issued for such consideration as shall be fixed, from time to time, by the board of directors. ARTICLE IV DIRECTORS AND OFFICERS. 1. Number of Directors. The members of the governing board of the Corporation are styled as directors. The board of directors of the Corporation shall be elected in such manner as shall be provided in the bylaws of the Corporation. The board of directors shall consist of at least one (1) natural person, aged 18 years or older. The number of directors may be changed from time to time in such manner as shall be provided in the bylaws of the Corporation. 2. Limitation of Liability. The liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the CRS. If the CRS is amended to further eliminate or limit or authorize corporate action to further eliminate or limit the liability of directors or officers, the liability of directors and officers of the Corporation shall be eliminated or limited to the fullest extent permitted by the CRS, as so amended from time to time.

25 3. Payment of Expenses. In addition to any other rights of indemnification permitted by the laws of the State of Colorado or as may be provided for by the Corporation in its bylaws or by agreement, the expenses of officers and directors incurred in defending any threatened, pending, or completed action, suit, or proceeding (including without limitation, an action, suit, or proceeding by or in the right of the Corporation), whether civil, criminal, administrative, or investigative, involving alleged acts or omissions of such officer or director in his or her capacity as an officer or director of the Corporation or member, manager, or managing member of a predecessor limited liability company or affiliate of such limited liability company or while serving in any capacity at the request of the Corporation as a director, officer, employee, agent, member, manager, managing member, partner, or fiduciary of, or in any other capacity for, another Corporation or any partnership, joint venture, trust, or other enterprise, shall be paid by the Corporation or through insurance purchased and maintained by the Corporation or through other financial arrangements made by the Corporation, as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the Corporation. To the extent that an officer or director is successful on the merits in defense of any such action, suit, or proceeding, or in the defense of any claim, issue, or matter therein, the Corporation shall indemnify him or her against expenses, including attorneys fees, actually and reasonably incurred by him or her in connection with the defense. Notwithstanding anything to the contrary contained herein or in the bylaws, no director or officer may be indemnified for expenses incurred in defending any threatened, pending, or completed action, suit or proceeding (including without limitation, an action, suit or proceeding by or in the right of the Corporation), whether civil, criminal, administrative or investigative, that such director or officer incurred in his or her capacity as a stockholder. ARTICLE V INDEMNIFICATION. The Corporation will indemnify any director, officer, employee, fiduciary, or agent of the Corporation to the full extent permitted by the Colorado Business Corporation Act as in effect at the time of the conduct by such person. ARTICLE VI AMENDMENTS. The Corporation reserves the right from time to time to amend its Articles of Incorporation in accordance with CRS, these Articles of Incorporation, and any reservations or limitations in the Corporation s bylaws. ARTICLE VII ADOPTION AND AMENDMENT OF BYLAWS. The initial bylaws of the Corporation shall be adopted by its initial board of directors, as the same are set forth hereinabove these Amended Articles. Subject to repeal or change by action of the shareholders, the power to alter, amend, or repeal the bylaws or adopt new bylaws shall be vested in the board of directors. The bylaws may contain any provisions for the regulation and management of the affairs of the Corporation not inconsistent with the CRS or these Articles of Incorporation.

26 ARTICLE VIII REGISTERED OFFICE AND REGISTERED AGENT. The Corporation s initial address of the registered office of the Corporation is Coyote Run Court, Oak Creek, CO , and the name of the registered agent at such address is Roger Johnson. Either the registered office or the registered agent may be changed in the manner permitted by law. Acceptance of Appointment by Registered Agent. Roger Johnson does hereby accept his appointment as the Corporation s initial registered agent in accordance with the terms of his appointment in this article tenth. ARTICLE IX LIMITATION OF LIABILITY OF DIRECTORS TO CORPORATION AND SHAREHOLDERS. No director shall be liable to the Corporation or to any shareholder for monetary damages for breach of fiduciary duty as a director, except for any matter in respect of which such director (a) shall be liable under the CRS Section or any amendment thereto or successor provision thereto; (b) shall have breached the director s duty of loyalty to the Corporation or its shareholders; (c) shall have not acted in good faith or, in failing to act, shall not have acted in good faith; (d) shall have acted or failed to act in a manner involving intentional misconduct or a knowing violation of law; or (e) shall have derived an improper personal benefit. Neither the amendment nor repeal of this article, nor the adoption of any provision in these Articles of Incorporation inconsistent with this article, shall eliminate or reduce the effect of this article in respect of any matter occurring prior to such amendment, repeal, or adoption of any subsequent inconsistent provision. This article shall apply to the full extent now permitted by the CRS or as may be permitted in the future by changes or enactments in the CRS, including without limitation Section and/or Section IN WITNESS WHEREOF, I, Richard Goulding, sole member of the Board of Directors of this Corporation, authorized and empowered to act on behalf of RushNet, Inc., have subscribed this document and do hereby affirm, under penalty of perjury, that the statements contained herein have been examined by me and are true and correct as of June 30, RushNet, Inc., a Colorado corporation, /s/ Richard Goulding By: Richard Goulding Its: Chairman of the Board of Directors and President

27 CERTIFICATE OF INCUMBENCY AND CORPORATE AUTHORITY To: The Secretary of State The State of Colorado Suite Broadway Denver, Colorado From: Richard Goulding Chairman of the Board of Directors and President The undersigned, being the sole member of the Board of Directors and President of RushNet, Inc., hereby certifies to the Secretary of State of the State of Colorado, as follows: 1. I am the duly appointed to the Board of Directors of RushNet, Inc., and, I was the initial incorporator of the Corporation following its conversion from that of a Nevada Corporation to that of a Colorado Corporation. 2. RushNet, Inc. is a Corporation duly organized and in good standing under the laws of the State of Colorado. 3. Pursuant to RushNet, Inc. s governing documents, as amended, and as currently in full force and effect, I have been duly designated and appointed as the sole member of the Board of Directors and President and I continue to hold such positions at this time, and the signature set forth below by my name is my genuine signature making me duly authorized to subscribe to this document, the Amendment of the Articles of Incorporation for RushNet, Inc. and file it with the Secretary of State of the State of Colorado to which this Certificate is annexed, and in any amendments or exhibits thereto. 4. I have the power and authority to execute this Certificate on behalf of RushNet, Inc. 5. The State of Colorado may rely on this Certificate and on the authorization of my authority until this Certificate is rescinded by RushNet, Inc. s Board of Directors or shareholders or until the Corporation is dissolved by a plan of reorganization or by operation of law. IN WITNESS WHEREOF, the undersigned duly executes this Certificate and affixes his signature hereto as of the date first above written. RushNet, Inc., a Colorado Corporation: /s/ Richard Goulding By: Richard Goulding as sole member of the Board of Directors, and President