Unassociated Document


    
      
        

        

      

      EXHIBIT
10.1

      


      


      


       

      


      FLORIDA
DEPARTMENT OF STATE

      DOING
BUSINESS QUALIFICATION OF

      PHYSICIANS
HEALTHCARE MANAGEMENT GROUP, INC.

       

       

       

       

      
 

      
        
           


        

        
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      [State
Seal]

      FLORIDA
DEPARTMENT OF STATE

      Division
of Corporation

      


      December
8, 2006

      


      


      FIDEL
RODRIGUEZ

      700 S.
ROYAL POINCIANA BLVD STE 506

      MIAMI, FL
33166

      


      


      Qualification
documents for PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC. were filed on
December 8, 2006 and assigned document number F06000007576.

      Please
refer to this number whenever corresponding with this office.

      


      Your
corporation is now qualified and authorized to transact business in Florida as
of the file date.

      


      The
certification you requested is enclosed.

      


      A
corporation annual report/uniform business report will be due this office
between January 1 and May 1 of the year following the calendar year of the file
date.  A Federal Employer Identification (FEI) number will be required
before this report can be filed.  If you do not already have an FEI
number, please apply NOW with the Internal Revenue by calling 1-800-829-3676 and
requesting form SS-4.

      


      Please be
aware if the corporate address changes, it is the responsibility of the
corporation to notify this office.

      


      Should
you have any questions regarding this matter, please contact this office at the
address given below.

      


      Tim
Burch

      Document
Specialist

      New
filing Section

      Division
of
Corporations                                                                                                                                                                                                                                                    Letter
Number: 406A00070329

      


      


      P.O. BOX
6327 – Tallahassee, Florida 32314

      


      

        
          
             


          

          
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      [State
Seal]

      


      


      I certify
the attached is a true and correct copy of the application by PHYSICIANS
HEALTHCARE MANAGEMENT GROUP, INC., a Nevada corporation, authorized to transact
business within the State of Florida on December 8, 2006 as shown by the records
of this office.

      


      The
document number of this corporation is F06000007576.

      


      


      


      


      


      [State
Seal]

      

        
          
             


          

          
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      [FILED
2006 DEC-8 PM 2:59

      SECRETARY
OF STATE

      TALLAHASSE
FLORIDA]

      


      APPLICATION
BY FOREIGN CORPORATION FOR AUTHORIZATION TO TRANSACT

      BUSINESS
IN FLORIDA

      


      IN
COMPLIANCE WITH SECTION 067.1503, FLORIDA STATUTES, THE FOLLOWING IS SUBMITTED
TO REGISTER A FOREIGN CORPORATION TO TRANSACT BUSINESS IN THE STATE OF
FLORIDA

       

      
      

       

      
        	1.	
                PHYSICIANS HEALTHCARE MANAGEMENT GROUP,
      INC.

              
	 	
                (Enter
      name of corporation; must include “INCORPORATED,” “COMPANY,”
      “CORPORATION,” “Inc.” “Co., “Corp.,” “Inc,” “Co,” or
    “Corp”)

              
	 	 
	 	
                (If
      name unavailable in Florida, enter alternative corporate name adopted for
      the purpose of transacting business in
Florida)

              


      

       

      
        	2.	    NEVADA	3.	    42-1639683
	 	(State
      or country under the law of which it is incorporated)	 	(FEI
      number, if applicable)
	 	 	 	 
	4.	    12/20/1996	5.	    PERPETUAL
	 	
                    (Date
      of incorporation)

              	 	(Duration: Year
      corp. will cease to exist or “perpectual”)
	 	 	 	 
	6.	 
	 	(Date
      first transacted business in Florida, if prior to registration)
      

                
                  (SEE
      SECTIONS 607.1501 & 607.1502, F.S., to determine penalty
      liability)

                

              
	 	 	 	 
	7.	700
      S. ROYAL POINCIANA BLVD., SUITE 506    MIAMI, FL.
      33166 
	 	
                
                  (Principal
      office address)

                

              
	 	 	 	 
	 	
                700 S. ROYAL POINCIANA BLVD., SUITE
      506    MIAMI, FL. 33166 

                  (Current
      mailing address)

                

              
	 	 	 	 
	8.	
                TO ENGAGE IN ANY AND ALL BUSINESS ACTIVITIES
      PERMITTED IN THE STATE OF
FLORIDA

              


      

       

      
        	
                9.

              	
                Name
      and street
      address of Florida registered agent:  (P.O. Box NOT
      acceptable)

              


      

       

      
        	 	
                Name:

              	    ROBERT
      TRINKA	 	 
	 	 	 	 	 
	 	Office
      Address: 	700 S. ROYAL
      POINCIANA BLV, SUITE 506	 	 
	 	 	 	 
	 	MIAMI	,Florida	33166	 
	 	(City)	
              	(Zip code)	 


      

       

      
      

      
      

      
        	
                10.

              	
                Registered
      agent’s acceptance:

              


      

      Having
been named as registered agent and to accept service of process for the above
stated corporation at the place designated in this application, I hereby accept
the appointment as registered agent and agree to act in this
capacity.  I further agree to comply with the provisions of all
statues relative to the proper and complete performance of my duties, and I am
familiar with and accept the obligations of my position as registered
agent.

       

       

      
        	 	/s/ Robert
      Trinka	 
	 	(Registered agent’s
      signature)	 


      

       

      11.  Attached
is a certificate of existence duly authenticated, not more than 90 days prior to
delivery of this application to the Department of State, by the Secretary of
State or other official having custody of corporate records in the jurisdiction
under the law of which it is incorporated.

      



      
        
           


        

        
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      [FILED
2006 DEC-8 PM 2:59

      SECRETARY
OF STATE

      TALLAHASSE
FLORIDA]

      


      
        	
                 
      

              	
                12. Name and business
      address of officers and/or
directors:

              


      

      


      
        	
                A.

              	
                DIRECTORS

              


      

      


      
        	
                Chairman:

              	
                ROBERT TRINKA

              	 


      

      


      
        	
                Address:

              	
                700 S. ROYAL POINCIANA BLVD, SUITE
      506

              	 


      

      


      
        	                                
    	
                MIAMI, FL 33166

              	 


      

      


      
        	
                Vice
      Chairman:

              	
                FIDEL RODRIGUEZ

              	 


      

      


      
        	
                Address:

              	
                700 S. ROYAL POINCIANA BLVD, SUITE
      506

              	 


      

      


      
        	                               
    	
                MIAMI, FL 33166

              	 


      

      


      
        	
                Director:

              	
                RICHARD GOULDING

              	 


      

      


      
        	
                Address:

              	
                817 HOGAN WAY

              	 


      

      


      
        	 	
                MELBOURNE, FL 32940

              	 


      

       

      
        	
                B.

              	
                OFFICERS

              


      

       

      
        	President:	ROBERT
    TRINKA	 


      

       

      
        	
                Address:

              	
                700 S. ROYAL POINCIANA BLVD, SUITE
      506

              	 


      

      


      
        	 	
                MIAMI, FL 33166

              	 


      

      
      

       

      
        	Vice
      President:  	FIDEL
      RODRIGUEZ	 


      

       

      
        	
                Address:

              	
                700 S. ROYAL POINCIANA BLVD, SUITE
      506

              	 


      

      


      
        	
              	
                MIAMI, FL 33166

              	 


      

       

      
        	Secretary: 	RICHARD
      GOULDING 	 


      

       

      
        	
                Address:

              	
                817 HOGAN WAY, MELBOURNE, FL
      32940

              	 


      

       

      
        	Treasury: 	FIDEL RODRIGUEZ 	 


      

       

      
        	
                Address:

              	
                700 S. ROYAL POINCIANA BLVD, SUITE 506, MIAMI, FL
      33166

              	 


      

      


      NOTE:  If
necessary you may attach an addendum to the application listing additional
officers and/or directors.

       

      
        	13. 	/s/ Robert
      Trinka 	 
	 	(Signature of
      Director or Officer listed in number 12 of the application)	 
	 	 	 
	14.	ROBERT
    TRINKA	 
	 	(Typed or printed
      name and capacity of person signing application)	 


      

       


      
        
           


        

        
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      [FILED
2006 DEC-8 PM 2:59

      SECRETARY
OF STATE

      TALLAHASSE
FLORIDA]

      


      [State
Seal]

      


      CERTIFICATE
OF EXISTENCE

      WITH
STATUS IN GOOD STANDING

      


      I, DEAN
HLLER, the duly elected and qualified Nevada Secretary of State, do hereby
certify that I am, by the laws of said State, the custodian of he records
relating to filings by corporations, non-profit corporations, corporation soles,
limited-liability companies, limited partnerships, limited-liability
partnerships and business trust pursuant to Title 7 of the Nevada Revised
Statues which are either presently in a status of good standing or were in good
standing for a time period subsequent of 1976 and am the proper officer to
execute this certificate.

      


      I further
certify that the records of the Nevada Secretary of State, at the date of this
certificate, evidence, PHYSICIANS HEALTHCARE MANAGEMENT GROUP, INC., as a
corporation duly organized under the laws of Nevada and existing under and by
virtue of the laws of the State of Nevada since December 20, 1996, and is in
good standing in this state.

      


      


      


      [State
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