ex10-1.htm


    
      
        Exhibit 10.1

      

      


      
         
 AGREEMENT
AND PLAN OF REORGANIZATION

      

      


      THIS AGREEMENT AND PLAN OF
REORGANIZATION (the “Agreement”) is dated June 17, 2008, and is by and between
Suncross Exploration Corporation, a Nevada corporation (the “Company”) and Team
Nation Holding Corporation, a California corporation (“Team
Nation”).

       

      R
E C I T A L S

      


      WHEREAS, the shareholders of Team
Nation ("Shareholders") own the shares of capital stock of Team Nation as set
forth in Schedule 1 attached here­to, constitut­ing all of the issued
and out­standing stock of Team Nation (the “Team Nation
Shares”);

      


      WHEREAS,  the Company is a
public company, required to file reports under Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") and whose common stock is listed on
the OTC Electronic Bulletin Board under the symbol SNXX.OB;

      


      WHEREAS, the Board of Directors of the
Company and Team Nation deem it advisable that the acquisition by the Company of
Team Nation be effected through an exchange (the "Exchange") of Team Nation
Shares pursuant to this Agreement;

      


      WHEREAS, the Company desires to acquire
all of the outstanding Team Nation Shares for shares of Common Stock of the
Company.

       

      A
G R E E M E N T

      


      NOW, THEREFORE, in consideration of the
mutual covenants and agreements con­tained herein and in reliance upon the
representa­tions and warranties hereinafter set forth, the parties agree as
follows:

      


      I.  EXCHANGE

      


      1.01  Exchange.  The
Shareholders shall exchange all of their Team Nation Shares for a total of
25,000,000 shares of Common Stock of the Company (the "Common Stock") at the
Closing of this Agreement. Immediately prior to Closing there shall be
20,771,750 shares of Common Stock outstanding, so that after Closing the Company
shall have outstanding 45,771,750 shares of Common Stock.

      


      1.02.  Closing.  The
Closing of the transactions contemplated by this Agreement (the "Closing") is
subject to due diligence and the completion of the events set forth in Section
6.01 hereof, but in any event is expected to  take place on or before
June 30, 2008 at the corporate offices of Team Nation.

      


      1.03.  Deliveries.  Upon
Closing, the parties are delivering the following documents:

      


      
        	
                 
      

              	
                1.03(a).  The
      items and documents set forth in Sections 1.01 and
  1.02.

              


      

      


      
        	
                 
      

              	
                1.03(b).  The
      Company shares of Common Stock described in Section
  1.01.

              


      

      


      
        	
                 
      

              	
                1.03(c).  The
      Company shall deliver the resignations of all of its current officers and
      directors, and board resolutions electing Dennis Duffy, Norman J. Francis,
      Daniel Duffy and Janis Okerlund to the Board of Directors of the Company,
      Norman J. Francis as President, Dennis Duffy as Chief Executive Officer,
      Daniel J. Duffy as Executive Vice President, Janis Okerlund as Executive
      Vice President and David Cole as Vice President and Chief Financial
      Officer.

              


      

      
         

        1.04.  Filings.  Immediately
following the Closing, the Company shall file the following
documents:

      

      
      

      


      
        	
                 

              	
                      
                  1.04(a).  A
      Current Report on Form 8-K with the U.S. Securities and Exchange
      Commission, reporting the transactions set forth in this
      Agreement.

                

              


      

       

      
        	
                 
      

              	
                1.04(b).  A
      Certificate of Amendment to the Certificate of Incorporation of the
      Company with the Nevada Secretary of State changing the name of the
      Company to "Team Nation Holdings Corporation" or a similar name as may be
      determined by the Board of
Directors.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        	
                II.

              	
                REPRESENTATIONS
      AND WARRANTIES OF TEAM NATION AND
COFFEE

              


      

      


      Team Nation repre­sents and
warrants to the Company as fol­lows, as of the date of this Agreement and as
of the Closing:

      


      2.01.  Organization.

      


      
        	
                 
      

              	
                2.01(a).  Team
      Nation is a corporation duly or­gan­ized, validly existing and in
      good stand­ing under the laws of the State of California; Team Nation
      has the cor­porate power and auth­or­ity to carry on its
      business as presently con­ducted; and Team Nation is quali­fied to
      do business in all juris­dictions where the failure to be so
      quali­fied would have a material adverse effect on its
      busi­ness.

              


      

      


      2.02.  Capitalization.

      


      
        	
                 
      

              	
                2.02(a).  The
      authorized capital stock and the issued and outstanding shares of Team
      Nation is as set forth on Exhibit 2.02(a).  All of the issued
      and out­stan­ding shares of Team Nation are duly author­ized,
      validly issued, fully paid and
  nonassess­able.

              


      

      


      
        	
                 
      

              	
                2.02(b).  Except
      as set forth in Exhibit 2.02(b) there are no outstanding options,
      warrants, or rights to purchase any securities of Team
    Nation.

              


      

      


      2.03.  Subsidiaries
and Investments.  Team Nation does not own any capital stock or
have any interest in any corpor­ation, part­nership or other form of
business organization, except as de­scribed in Exhibit 2.03
hereto.

      


      2.04.  Financial
Statements.  The financial statements of Team Nation as of and
for the two years ended December 31, 2007, including the balance sheet as of
December 31, 2007 and the related audited statement of operations, cash flows
and changes in stockholders' equity for the two years then ended present fairly
the financial position and results of operations of Team Nation, on a consistent
basis.

      


      2.05.  No
Undisclosed Liabilities.  To the best knowledge of Team Nation,
other than as described in Exhibit 2.05 attached hereto, Team Nation is not
sub­ject to any material liabil­ity or obligation of any nature,
whe­ther ab­solute, accrued, contin­gent, or otherwise and whether
due or to  become due, which is not reflected or reserved against in
the Financial State­ments, except those incurred in the normal course of
business.

      


      2.06.  Absence
of Material Changes.  Since December 31, 2007, except as
described in any Exhibit attached hereto or as required or permit­ted under
this Agreement, there has not been:

      


      
        	
                 
      

              	
                2.06(a).  any
      material adverse change in the condition (financial or otherwise) of the
      properties, assets, liabilities or business of Team Nation, except
      chan­ges in the ordi­nary course of business which,
      individ­ually and in the ag­gregate, have not been
      ma­ter­ially adverse;

              


      

      


      
        	
                 
      

              	
                2.06(b).  any
      redemption, purchase or other acquisition of any shares of the capital
      stock of Team Nation, or any issuance of any shares of capital stock or
      the grant­ing, issuance or exercise of any rights, warrants, options
      or commitments by Team Nation relating to their auth­or­ized or
      issued capital stock; or

              


      

      


      
        	
                 
      

              	
                2.06(c).  any
      change or amendment to the Certificate of Incor­poration of Team
      Nation.

              


      

      


      2.07.  Litigation.   Except
as set forth in Exhibit 2.07 at­tached hereto, to the best knowledge of Team
Nation there is no litigation, proceeding or investigation pending or
threat­ened against Team Nation affecting any of its properties or assets
against any officer, director, or stockholder of Team Nation that might result,
either in any case or in the aggregate, in any ma­terial adverse change in
the business, opera­tions, affairs or condition of Team Nation or its
proper­ties or as­sets, or that might call into question the
valid­ity of this Agree­ment, or any action taken or to be taken
pursuant here­to.

      


      2.08.  Title To
Assets.  Team Nation has good and marketable title to all of
its assets and proper­ties now car­ried on its books includ­ing
those reflected in the balance sheets con­tained in the  Financial
Statements, free and clear of all liens, claims, charges, security interests or
other encum­bran­ces, except as described in Ex­hibit 2.08
at­tached hereto or any other Ex­hibit.

      


      2.09.  Transactions
with Affiliates, Directors and Share­holders.  Except as
set forth in Exhibit 2.09 attached hereto, there are and have been no
con­tracts, agree­ments, arrangements or other transactions between Team
Nation, and any officer, di­rec­tor, or stock­holder of Team Nation,
or any cor­poration or other en­tity controlled by the Shareholders, a
member of the Shareholders' families, or any affiliate of the
Shareholders.

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2.10.  No
Conflict.  The execution and delivery of this Agree­ment
and the consumma­tion of the transactions contemplated hereby will not
conflict with or result in a breach of any term or pro­vision of, or
constitute a default under, the Articles of Incor­poration or Bylaws of Team
Nation, or any agre­ement, con­tract or instru­ment to which Team
Nation is a party or by which it or any of its assets are bound.

      


      2.11.  Disclosure.  To
the actual knowledge of Team Nation, neither this Agreement, the Fin­ancial
Statements nor any other agree­ment, document, certificate or writ­ten
or oral statement furnished to the Company by or on behalf of Team Nation in
connection with the trans­actions con­tem­plated hereby, contains
any untrue state­ment of a material fact or when taken as a whole omits to
state a ma­terial fact nec­es­sary in order to make the
state­ments con­tained herein or therein not
mis­leading.

      


      2.12.  Authority.  Team
Nation has full power and authority to enter into this Agree­ment and to
carry out the transactions con­templated herein.  The execution
and delivery of this Agreement and the consummation of the transactions
contemplated hereby, have been duly authorized and approved by the Board of
Directors of Team Nation and, other than the actions described in Section 6.01,
no other corporate proceed­ings on the part of Team Nation are necessary to
authorize this Agree­ment and the transactions con­templated
hereby.

      


      III.  REPRESENTATIONS
AND WARRANTIES OF THE COMPANY

      


      The Company hereby represents and
warrants to Team Nation as fol­lows, as of the date of this Agreement and as
of the Closing:

      


      3.01.  Organization.

      


      
        	
                 
      

              	
                3.01(a).  The
      Company is a corporation duly organized, validly existing, and in good
      standing under the laws of the State of Nevada; has the corporate power
      and authority to carry on its business as presently conducted; and is
      quali­fied to do business in all jurisdictions where the failure to be
      so qualified would have a material adverse effect on the business of the
      Company.

              


      

      


      
        	
                 
      

              	
                3.01(b).  The
      copies of the Articles of Incorpor­ation, of the Company, as
      certi­fied by the Secretary of State of Nevada, and the Bylaws of the
      Com­pany are complete and correct copies of the Certi­ficate of
      Incorp­ora­tion and the Bylaws of the Company as amend­ed and
      in effect on the date hereof.  All minutes of meetings and
      ac­tions in writing without a meeting of the Board of Directors and
      shareholders of the Company are contained in the minute book of the
      Company and no minutes or actions in writing without a meeting have been
      included in such minute book since such delivery to Team Nation that have
      not also been de­livered to Team
Nation.

              


      

      


      3.02.   Capitalization
of the Company.  The authorized capital stock of the Company
consists of 100,000,000 shares of Common Stock, par value $.001 per share, of
which 20,771,750 shares will be out­stand­ing at Closing, and 20,000,000
shares of preferred stock, none of which is outstanding.  All
outstanding shares are duly auth­orized, validly issued, fully paid and
non-assessable.

      


      3.03.   Subsidiaries
and Investments.  The Company does not own any capital stock or
have any interest in any corporation, partnership, or other form of business
organization.

      


      3.04.   Authority.  The
Company has full power and authority to enter into this Agree­ment and to
carry out the transactions con­templated herein.  The execution
and delivery of this Agreement, the consummation of the transactions
contemplated hereby, and the issuance of the Company Shares in accordance with
the terms hereof, have been duly authorized and approved by the Board of
Directors of the Company and no other corporate proceedings on the part of
Company are necessary to authorize this Agreement, the transactions contemplated
hereby and the issuance of the Company Shares in ac­cordance with the terms
hereof.

      


      3.05.   No
Undisclosed Liabilities.  Other than as described in Exhibit
3.05 attached hereto, the Company is not subject to any material liability or
obligation of any nature, whether absolute, accrued, contingent, or otherwise
and whether due or to become due.

      


      3.06.   Litigation.   There
is no litigation, proceeding or investigation pending or to the knowledge of the
Company, threat­ened against the Company affecting any of its properties or
assets, or, to the know­ledge of the Company, against any officer, director,
or stockholder of the Company that might result, either in any case or in the
aggregate, in any material adverse change in the busi­ness, operations,
affairs or condition of the Company or any of its properties or assets, or that
might call into question the validity of this Agreement, or any action taken or
to be taken pursuant hereto.

      


      3.07.   Title To
Assets.  The Company has good and marketable title to all of
its assets and properties now carried on its books includ­ing those
reflected in the balance sheet contained in the Company's financial statements,
free and clear of all liens, claims, charges, security interests or other
encum­brances, except as des­cribed in the balance sheet included in the
Com­pany's financial statements or on any Exhibits attached
hereto.

      


      3.08.   Contracts
and Undertakings.  Exhibit 3.08 attached hereto contains a list
of all contracts, agreements, leases, licen­ses, arrangements, commitments
and other undertakings to which the Company is a party or by which it or its
property is bound.  Each of said con­tracts, agreements, leases,
licenses, arrangements, com­mitments and undertakings is valid, binding and
in full force and effect.  The Company is not in material default, or
alleged to be in material de­fault, under any contract, agreement, lease,
li­cense, commitment, instrument or obligation and, to the knowledge of the
Company, no other party to any contract, agree­ment, lease, license,
commit­ment, in­strument or obligation to which the Company is a party
is in default thereunder nor, to the knowledge of the Com­pany, does there
exist any condition or event which, after notice or lapse of time or both, would
con­stitute a default by any party to any such con­tract,
agree­ment, lease, license, com­mitment, instru­ment or
obli­gation.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      3.09.   Underlying
Documents.  Copies of all documents described in any Exhibit
attached hereto (or a summary of any such contract, agree­ment or
commitment, if oral) have been made available to Team Nation and are complete
and correct and include all amendments, supple­ments or modifications
thereto.

      


      3.10.   Transactions
with Affiliates,  Directors and
Share­hold­ers.  Except as set forth in Exhibit 3.10
hereto, there are and have been no con­tracts, agree­ments, arrangements
or other transac­tions between the Company, and any officer, di­rector,
or 5% stock­holder of the Compa­ny, or any cor­poration or other
entity con­trolled by any such officer, director or 5% stockholder, a member
of any such officer, director or 5% stockholder's family, or any af­filiate
of any such officer, director or 5% stockholder.

      


      3.11.   No
Conflict.  The execution and delivery of this Agree­ment
and the consumma­tion of the transactions contemplated hereby will not
conflict with or result in a breach of any term or pro­vision of, or
constitute a default under, the Certificate of Incorporation or Bylaws of the
Company, or any agreement, contract or instrument to which the Company is a
party or by which it or any of its assets are bound.

      


      3.12.   Disclosure.  To
the actual knowledge of the Company, neither this Agreement nor any other
agree­ment, document, certificate or written or oral statement furnished to
Team Nation and the Sharehol­ders by or on behalf of the Company in
con­nection with the trans­actions con­tem­plated hereby,
contains any untrue statement of a material fact or when taken as a whole omits
to state a ma­terial fact neces­sary in order to make the
state­ments contained herein or therein not mis­leading.

      


      3.13.   Financial
Statements.  The financial statements of the Company set forth
in its Form 10K-SB for the year ended June 30, 2007 present fairly the financial
position and results of operations of the Company, on a consistent
basis.

      


      3.14.   Absence
of Material Changes.  Since December 31, 2007, except as
described in any Exhibit hereto or as required or permitted under this
Agreement, there has not been:

      


      
        	
                 
      

              	
                3.14(a).  any
      material change in the condition (financial or otherwise) of the
      properties, assets, liabilities or business of Company, except changes in
      the ordinary course of business which, individually and in the aggregate,
      have not been materially adverse.

              


      

      


      
        	
                 
      

              	
                3.14(b).  any
      redemption, purchase or other acquisition of any shares of the capital
      stock of the Company, or any issuance of any shares of capital stock or
      the granting, issuance or exercise of any rights, warrants, options or
      commitments by Team Nation relating to their authorized or issued capital
      stock.

              


      

      


      
        	
                 
      

              	
                3.14(c).  any
      amendment to the Articles of Incorporation of the
  Company.

              


      

      


      3.15   Securities
Law Compliance

      


      
        	
                 

              	
                      
                  3.15(a)  The
      Company is required to file reports under Section 15(d) of the Exchange
      Act.  The Company has filed all reports and other material
      required to be filed by it with the SEC pursuant to Section
      15(d).  Such filed reports and materials do not contain any
      misstatements of material facts, nor do they omit any material information
      required to be stated therein or necessary to prevent the statements
      therein from becoming
misleading.

                

              


      

      


      
        	
                  
      

              	
                3.15(b) 
      The currently outstanding common stock of the Company was issued pursuant
      to the Registration Statement no. 333-144597 or valid exemptions from
      registration under the Securities Act of 1933 pursuant to Regulation D
      promulgated thereunder.

              


      

      


      
        	
                 
      

              	
                3.15(c)
      To the Company’s best knowledge, its common stock is not subject to any
      pending proceeding to delist the common stock from the Electronic Bulletin
      Board and there are and have been no investigations or proceedings by the
      SEC or FINRA of the Company. The common stock is eligible for
      DTC.

              


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      
        IV.
SURVIVAL
OF REPRESENTATIONS, WARRANTIES AND COVENANTS

      

      


      All representations, warranties and
covenants of the Company and Team Nation con­tained herein shall survive the
con­summation of the transactions con­templated herein and remain in
full force and effect.

      


      V.  CONDITIONS TO
CLOSING

      


      5.01.   Conditions
to Obligation of Team Nation.  The obligations of Team Nation
under this Agreement shall be subject to each of the fol­lowing
condi­tions:

      


      
        	
                 
      

              	
                5.01(a).  The
      representations and warranties of the Company herein con­tained shall
      be true in all material respects at the Closing with the same effect as
      though made at such time.  The Company shall have per­formed
      in all material respects all obli­gations and complied in all
      ma­terial respects, to its actual knowledge, with all covenants and
      con­ditions re­quired by this Agreement to be performed or
      com­plied with by it at or prior to the
  Closing.

              


      

      


      
        	
                 
      

              	
                5.01(b).  No
      injunction or restraining order shall be in effect, and no action or
      proceed­ing shall have been instituted and, at what would otherwise
      have been the Closing, remain pending before a court to restrain or
      pro­hibit the transactions contemplated by this
    Agreement.

              


      

      


      
        	
                 
      

              	
                5.01(c).  All
      statutory requirements for the valid consummation by the Company of the
      trans­actions­ con­templated by this Agreement shall have been
      fulfilled.  All authorizations, consents and ap­provals of
      all governments and other persons required to be obtained in order to
      permit consummation by the Company of the trans­actions contemplated
      by this Agreement shall have been
obtained.

              


      

      


      
        	
                 

              	
                      
                  5.01(d).
      The fulfillment of the obligations of the Company set forth in
      Section 6.01.

                

              


      

      


      5.02.   Conditions
to Obligations of the Company.  The obligation of the Company
under this Agreement shall be subject to the fol­lowing
conditions:

      


      
        	
                 
      

              	
                5.02(a).  The
      representations and warranties of Team Nation herein con­tained shall
      be true in all material respects as of the Closing, and shall have the
      same effect as though made at the Closing; Team Nation shall have
      performed in all material respects all obliga­tions and complied in
      all material respects, to its actual knowledge, with all coven­ants
      and con­ditions re­quired by this Agreement to be performed or
      complied with by it prior to the
Closing.

              


      

      


      
        	
                 
      

              	
                5.02(b).  No
      injunction or restraining order shall be in effect prohibiting this
      Agreement, and no action or proceed­ing shall have been instituted
      and, at what would other­wise have been the Closing, remain pending
      before the court to restrain or prohibit the transactions contemplated by
      this Agree­ment.

              


      

      


      
        	
                 
      

              	
                5.02(c).  All
      statutory re­quir­ements for the valid consummation by Team Nation
      of the trans­actions contemplated by this Agreement shall have been
      fulfilled.  All authorizations, consents and approvals of all
      governments and other persons required to be obtained in order to
      per­mit consummation by Team Nation of the transactions contemplated
      by this Agreement shall have been
obtained.

              


      

      


      
        VI. 
CERTAIN
AGREEMENTS

      

      


      6.01.  Forward
Stock Split; Other Matters.  The Company currently has
11,823,250 shares outstanding and is effecting a 19 for one forward stock split.
Notice of the stock split has been given to FINRA. The outstanding 10,000,000
shares held by control persons will become 25 million shares after giving effect
to the cancellation to treasury of sufficient shares so that the forward split
shall result in 25 million shares held by control persons. These 25,000,000
shares will be cancelled immediately prior to Closing.  Team Nation
shall complete an audit with a PCAOB approved auditor of the two years ended
December 31, 2007 and reviews of its interim financial statements by such
auditor as a condition to Closing. An additional condition to Closing is the
preparation of a “super 8-K” acceptable to the Company prior to
Closing.  The Company shall sell its current business as of the day
following the Closing to an unaffiliated third party for consideration of $10,
the payment of all liabilities existing as of the Closing, and an indemnity
agreement against liabilities of that business.

      


      6.02.  Reporting
Requirements.  Following the Closing, the Company shall file
all reports required by Section 15(d) of the Securities Act of 1933 and shall
maintain its books and records in accordance with Sections 12 and 13 of the
Securities Exchange Act of 1934.  The parties agree that the failure
of the Company to make such filings with the Securities and Exchange Commission
shall constitute a material breach of this Agreement.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      VII.           MISCELLANEOUS

      


      7.01.   Finder's
Fees, Investment Banking Fees.  Neither Team Nation nor the
Company have retained or used the services of any person, firm or
corpor­ation in such manner as to require the payment of any
compen­sation as a finder or a broker in con­nection with the
trans­actions contem­pla­ted herein.

      


      7.02.   Tax
Treatment.  The transactions contemplated hereby are intended
to qualify as a so-called “tax-free” reorganization under the provisions of
Section 368 of the Code.  The Company and Team Nation
acknow­ledge, how­ever, that they each have been represented by their
own tax ad­visors in con­nection with this transaction; that neither has
made any repre­sen­tation or war­ranty to the other with respect to
the treatment of such trans­action or the effect thereof under
ap­plic­ab­le tax laws, regulations, or interpretations; and that no
attor­ney's opinion or private revenue ruling has been ob­tained with
respect to the effects thereof under the Internal Revenue Code of 1986, as
amended.

      


      7.03.   Further
Assurances.  From time to time, at the other party's request
and without further consideration, each of the parties will execute and deliver
to the others such documents and take such action as the other party may
reasonably request in order to consummate more effectively the transactions
contemplated hereby.

      


      7.04.   Parties
in Interest.  Except as otherwise expressly provided herein,
all the terms and provisions of this Agreement shall be binding upon, shall
inure to the benefit of and shall be enforceable by the respective heirs,
beneficiaries, personal and legal representatives, succes­sors and assigns
of the parties hereto.

      


      7.05.   Entire
Agreement; Amendments.  This Agreement, including the
Schedules, Exhibits and other documents and writings referred to herein or
delivered pursuant hereto, which form a part hereof, contains the entire
understanding of the parties with respect to its subject
matter.  There are no restrictions, agreements, prom­ises,
warranties, covenants or under­takings other than those ex­pressly set
forth herein or therein.  This Agreement supersedes all prior
agreements and understandings between the parties with respect to its subject
matter.  This Agreement may be amended only by a written instrument
duly executed by the parties or their re­spective successors or
assigns.

      


      7.06.   Headings,
Etc.  The section and paragraph headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretations of this Agreement.

      


      7.07.   Pronouns.  All
pronouns and any variations thereof shall be deemed to refer to the masculine,
feminine or neuter, singular or plural, as the identity of the person, persons,
entity or entities may require.

      


      7.08.   Counterparts.  This
Agreement may be executed in several counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the same
in­strument.

      


      7.09.    Governing
Law.  This Agreement shall be governed by the laws of the State
of California (excluding conflicts of laws principles) applicable to contracts
to be performed in the State of California.

       

             
IN WITNESS WHEREOF, this Agreement has
been duly executed and de­livered by the parties hereto as the date first
above writ­ten.

      


      SUNCROSSS
EXPLORATION
CORPORATION                    TEAM
NATION HOLDING
CORPORATION

       

      By:                             
    By:                                      


      Name:                                          
                             Name:Dennis R. Duffy

      Title:                                                                
         Title: President

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SCHEDULE
I

      


      
        
          	
                   

                	 	
                  NUMBER
      OF SHARES

                	 	 	
                  NUMBER
      OF

                	 
	
                   

                	 	
                  

                    OF
      TEAM NATION

                  

                	 	 	

                  SHARES
      OF 

                	 
	
                     

                	 	
                  COMMON
      STOCK

                	 	 	

                  COMPANY 

                	 
	
                  NAMES
      OF

                	 	
                  OWNED
      AND

                	 	 	
                  COMMON
      STOCK

                	 
	
                  SHAREHOLDERS

                	 	
                  TO BE DELIVERED

                	 	 	
                  TO BE RECEIVED

                	 
	
                  Charlotte
      K. Duffy

                	 	 	25,000	 	 	 	6,250,000	 
	
                  Cynthia
      S. Duffy

                	 	 	25,000	 	 	 	6,250,000	 
	
                  Vision
      Management Solutions, LLC

                	 	 	25,000	 	 	 	6,250,000	 
	
                  JDO
      Management and Consulting Corp.

                	 	 	25,000	 	 	 	6,250,000	 


        

        
     Totals

         

         

         

         

         

         

         

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        Team
Nation Exhibit 2.02(a)

      

       

      Capitalization

      


      


      


      Class                                                              Authorized                                                      Outstanding

      


      Common

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Team
Nation Exhibit 2.02(b)

       

      Options
and Warrants

      


       

      NONE

       

       

       

       

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Team
Nation Exhibit 2.03

      


      


      


      


       

      None

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Team
Nation Exhibit 2.05

       

      Undisclosed
Liabilities

      


      None

      


       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
 

      Team
Nation Exhibit 2.07

       

      Litigation

      


      


      


      


      


      None

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Team
Nation Exhibit 2.08

      


       

      Title
to Assets

      


      


      


      


      


      


       

      None

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Team
Nation Exhibit 2.09

      


       

      Interested
Transactions

      


      


       

      To be
completed prior to close

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      


      Company
Exhibit 3.05

       

      Undisclosed
Liabilities

      


       

      None

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Company
Exhibit 3.08

      


       

      Contracts

      


      


      The
company has a contract with ___________________ as transfer
agent.  The transfer agent is entitled to charge for additional
services, such as mailings, copies of shareholder lists, etc.

      


       

       

       

       

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      Company
Exhibit 3.10

      


       

      Interested
Transactions

      


      


       

      None
except as stated in the 10-KSB.