Interests Of Named Experts And Counsel

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering,

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a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

Anslow & Jaclin, LLP, our independent legal counsel, has provided an opinion on the validity of our common stock.

The financial statements included in this prospectus and the registration statement have been audited by Amisano Hanson Chartered Accountants, to the extent and for the periods set forth in their report appearing elsewhere in this document and in the registration statement filed with the SEC, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

Disclosure Of Commission Position Of Indemnification For
Securities Act Liabilities

Our directors and officers are indemnified as provided by the Nevada Revised Statutes and our bylaws. These provisions provide that we shall indemnify a director or former director and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred including an amount paid to settle an action or satisfy a judgment in a criminal or administrative action or proceeding to which he is made a party by reason of his being or having been our director. We may also indemnify an officer, employee or agent of the company and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or her and resulting from his or her acting as our officer, employee or agent.

We have been advised that in the opinion of the Securities and Exchange Commission indemnification for liabilities arising under the Securities Act is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to court of appropriate jurisdiction. We will then be governed by the court's decision.

Organization Within Last Five Years

We were incorporated on December 23, 2003 under the laws of the state of Nevada. On December 23, 2003, Robert Hoegler and Floyd Flaman were appointed to our Board of Directors and Mr. Hoegler was appointed as our President and Chief Executive Officer, while Mr. Flaman was appointed as our Secretary, Treasurer and Chief Financial Officer. From the date of incorporation on December 23, 2003 until February 2, 2004 we did not have any operations and our sole business purpose was to acquire an operating company which we believed had a successful business plan.

On February 2, 2004, we entered into an acquisition agreement whereby we acquired all of the issued and outstanding shares of Power Grow System Ltd., a private British Columbia company which was wholly owned by Jason Bleuler and Nick Brusatore. The acquisition agreement closed on February 29, 2004. On February 2, 2004, Jason Bleuler, who was one of the two shareholders of Power Grow System Ltd. prior to the acquisition, was appointed as to our Board of Directors. In addition, he retained the position of President, Director and Chief Executive Officer of Power Grow System Ltd. after the acquisition.