In the High Court of New Zealand, Auckland Registry
CIV-2007-404-1649
In the matter of Part II of the Partnership Act 1908, and
in the matter of Healthy Food Guide International Limited and Company:
It is hereby certified, pursuant to section 51 of the Partnership Act 1908, that:
1. The name of the Special Partnership is Healthy Food Guide International Limited and Company.
2. The names, addresses, occupations and capital contributions of the General Partner and Special Partners are as set forth in the Schedule.
3. The objects of the partnership are:
(a) to establish, develop and carry on the business
of holding the worldwide intellectual property, excepting in the territories of Australia and
New Zealand of the Healthy Food Media Group, and to undertake and carry out all other things which, in the opinion of the General Partner and the Special Partners, may be conveniently or profitably undertaken by the partnership, whether or not such things shall be similar in nature to the above object and whether or not the partnership is engaged in the above object;
(b) to purchase, lease, take on hire or by any other means acquire any real or personal property, any rights, licences, privileges or easements which the partnership may think necessary or convenient for the purposes of the partnership business; and
(c) to manage, maintain, develop, exchange, mortgage, lease, sell or otherwise deal with or dispose of
all or any part of the property and rights of the partnership.
4. The principal place from which the partnership business will be conducted is the registered office of the General Partner or such other place as determined by the General Partner from time to time.
5. The partnership shall commence upon registration of this certificate, pursuant to section 54 of the Partnership Act 1908, and, subject to the provisions in the deed
of partnership relating to earlier dissolution, shall terminate upon the expiry of seven years from the date of registration of this certificate.
Schedule
General Partner
Name and Address Capital Contribution
Healthy Food Guide International Limited, 32 Saint Mary’s Bay Road, Ponsonby, Auckland $Nil
Execution:
PHIL RYAN, Director, Healthy Food Guide International Limited.
Acknowledged before me this 2nd day of March 2007:
AUDREY EVANS, J.P.
Special Partners
Name and Address Capital Contribution
Trustees for the PR Business Trust, 17A Clifton Road, Takapuna, Auckland $71,300.00
Execution:
TRUSTEES FOR THE PR BUSINESS TRUST.
Acknowledged before me this 2nd day of March 2007:
AUDREY EVANS, J.P.
Name and Address Capital Contribution
Kim Patricia Mundell, 11 Drury Lane, RD 4, Albany, Auckland $26,000.00
Execution:
KIM PATRICIA MUNDELL.
Acknowledged before me this 2nd day of March 2007:
AUDREY EVANS, J.P.
Name and Address Capital Contribution
Lucinda Mitchell, 27 Ronald Avenue, Greenwich, Sydney, New South Wales 2065, Australia $2,700.00
Execution:
LUCINDA MITCHELL.
Acknowledged before me this 2nd day of March 2007:
CAROL O’NEILL, J.P.