EX-2.2
from SB-2
1 page
<page> Unanimous Consent of Board of Directors of on the Go Healthcare, Inc. in Lieu of Special Meeting the Undersigned, Being the Sole Member of the Board of Directors of on the Go Healthcare, Inc., a Corporation Organized Under the Laws of the State of Delaware (The "Company"), Does Hereby Consent to the Adoption of the Following Actions and Resolutions Effective as of the Dated Stated Hereof: Be It Resolved That: It Is in the Best Interests of the Company to Purchase the International Mount Company Limited ("International Mount"), a Privately Held Company That Was Incorporated Under the Laws of Canada in 1993 and Is Owned and Controlled by Stuart Turk.; and Be It Further Resolved That: The Company Will Pay $198.00, Issue a Note for $33,333.00 Payable for the Assets of International Mount, and Issue 16,000,000 Shares of Its Common Stock in Exchange for All of the Issued and Outstanding Shares of International Mount as Set Forth in the Share Exchange Agreement of Even Date Between the Company and International Mount, a Copy of Which Is Attached Hereto; and Be It Further Resolved That: The Officers of the Company and Each of Them Are Authorized and Directed, in the Name and on Behalf of the Company, to Execute and Deliver Any and All Certificates and Documents, and to Perform Such Other Actions as They Deem Necessary or Appropriate to Carry Out the Purposes of the Foregoing Resolutions and to Consummate the Transactions as Contemplated by the Private Placement; and Be It Further Resolved That: All Actions Heretofore and Hereafter Taken and to Be Taken by Officers and Directors of This Company to Effectuate the Matters Contemplated by These Resolutions Are Hereby Ratified and Approved. Dated: As of July 21, 2000 /S/ Stuart Turk Stuart Turk
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EX-2.1
from SB-2
1 page
<page> Resolution of the Sole Director of the International Mount Company Ltd. (The "Corporation") Transfer of Shares Be It Resolved That the Following Transfers of Shares in the Capital of the Corporation Be and the Same Are Herby Consented To: No. and Transferor Transferee Class of Shares the Jennifer and Stuart on the Go Healthcare, Inc. 100 Common Turk Family Trust (1997) Stuart Turk on the Go Healthcare, Inc. 1,000 Class a Stuart Turk on the Go Healthcare, Inc. 100 Class B the Undersigned, Being the Sole Director of the Corporation, Hereby Consents to the Foregoing Resolution. Dated the 21st Day of July, 2000 /S/ Stuart Turk Stuart Turk
12/34/56