JOLLEY MARKETING INC (Form: 10-12G, Received: 11/18/2008 12:39:25)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

OF SMALL BUSINESS ISSUERS UNDER SECTION 12(b)

OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

JOLLEY MARKETING, INC.

(Exact name of Registrant as specified in charter)


NEVADA	87-0622284
State or other jurisdiction of	I.R.S. Employer I.D. No.
incorporation or organization

374 East 400 South, Suite 3, Springville, UT 84663

(Address of principal executive offices) (Zip Code)

Issuer's telephone number, including area code: (801) 489-9438

Securities to be registered pursuant to Section 12(b) of the Act:

Name of each exchange on which

Title of each class

each class is to be registered

____________________

________________________

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock

Par Value $.001

Title of each class

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b2 of the Exchange Act.

Large accelerated filer £

Accelerated filer £

Non-accelerated filer £ (Do not check if a smaller reporting company)

Smaller reporting company S

PART I

ITEM 1. DESCRIPTION OF BUSINESS

General

Jolly Marketing, Inc. was incorporated on December 3, 1998, in the State of Nevada. Our company has assets of nominal value and we have generated no revenue since June 2008. We are a “shell company” as defined pursuant to Rule 12b-2 under the Securities Exchange Act of 1934 (the “Exchange Act”). We intend to seek to acquire the assets or voting securities of one or more other companies that are actively engaged in a business that generates revenues in exchange for securities of our company, or to be acquired by such a company. We have not identified a particular acquisition target or entered into any negotiations regarding any acquisition.

Our company currently intends to remain a shell company until a merger or acquisition is consummated. We currently anticipate that our company’s cash requirements will be minimal until we complete such a merger or acquisition and that our sole director and officer, or his affiliates, will provide the financing that may be required for our limited operations prior to completing such a transaction. We currently have no employees. Our sole director and officer has agreed to allocate a portion of his time to the activities of our company, without cash compensation. He anticipates that we can implement our business plan by devoting a portion of his available time to our business affairs.

Background

From our incorporation in 1998 through approximately June 2008, we were in the startup phase of our proposed business operations. Originally, Ronald Jolley, the initial director and Chief Executive Officer, intended to operate the company as a telecommunications company by obtaining business service agreements. He was not successful in obtaining service contracts and decided to redefine the company’s business plan to service industrial, commercial and residential lighting needs. Beginning in February 2000, the company began selling lighting products for business and commercial applications in the greater metropolitan area of Utah County. In addition, the company offered consulting services to help its customers achieve the optimum lighting solutions. To this end, the company had agreements in place with local wholesale suppliers of electronics to purchase lamps and lighting products at wholesale prices. In turn, the company sold the lighting products at a marked up cost to its customers.

In September 2002, we filed a registration statement to raise up to $75,000 for operating capital through the sale of our common stock by Mr. Jolley as selling agent for the proposed offering. Because of health problems of Mr. Jolley, the registration statement was withdrawn in November 2002 and no funds were raised.

We had only limited operations during this startup phase through June 30, 2008, at which time we ceased all business operations because of increased competition in the industry, dwindling sales, and elevated costs associated with generating sales.

From March 2005 through February 2006 we sold 750,000 post reverse split shares for $15,000 to generate operating capital for the company.

On August 2, 2007, the board authorized a reverse split of our outstanding shares of common stock at the rate of one share for each 10 shares outstanding. At the time of the reverse stock split we had 19,137,500 shares outstanding, which were reduced to 1,913,750 shares as a result of the reverse stock split. Unless otherwise stated herein, all outstanding shares designated herein give effect to this reverse stock split.

On August 30, 2007, we sold 15,000,000 shares to Steven L. White for $15,000 in a transaction which changed the control of our company from Mr. Jolley to Mr. White. In connection with the stock purchase, Mr. White assumed management of our company and became the sole officer and director. The purpose of this change of control was to alter the business of the company and permit us to seek potential operating target companies to acquire, or to be acquired by, in order to generate material business operations.

In August 2008 we completed a non-public offering of our common stock in which we sold 1,200,000 shares at $0.025 per share for gross proceeds of $30,000. The net proceeds of this offering have been allocated and used for our operating costs.

Proposed Business

Selection of a Business

We anticipate that businesses for possible acquisition will be referred by various sources, including our sole officer and director, shareholders, professional advisors, securities broker-dealers, venture capitalists, members of the financial community, and others who may present unsolicited proposals. We will not engage in any general solicitation or advertising for a business opportunity, and will rely on personal contacts of our management and his affiliates, as well as indirect associations between them and other business and professional people. By relying on “word of mouth,” we may be limited in the number of potential acquisitions we can identify. While it is not presently anticipated that we will engage unaffiliated professional firms specializing in business acquisitions or reorganizations, such firms may be retained if management deems it in the best interest of the company.

Compensation to a finder or business acquisition firm may take various forms, including one-time cash payments, payments based on a percentage of revenues or product sales volume, payments involving issuance of securities (including those of the Company), or any combination of these or other compensation arrangements. Consequently, we are currently unable to predict the cost of utilizing such services.

We do not intend to restrict our search to any particular business, industry, or geographical location, and management reserves the right to evaluate and enter into any type of business in any location. We may participate in a newly organized business venture or a more established company entering a new phase of growth or in need of additional capital to overcome existing financial problems. Participation in a new business venture entails greater risks since in many instances management of such a venture will not have proved its ability, the eventual market of such venture’s product or services will likely not be established, and the profitability of the venture will be unproved and cannot be predicted accurately. If we participate in a more established firm with existing financial problems, we may be subjected to risk because our financial resources may not be adequate to eliminate or reverse the circumstances leading to such financial problems.

In seeking a business venture, the decision of management will not be controlled by an attempt to take advantage of any anticipated or perceived appeal of a specific industry, management group, product, or industry, but will be based on the business objective of seeking long-term capital appreciation in the real value of our company.

The analysis of new businesses will be undertaken by or under the supervision of our sole officer and director. In analyzing prospective businesses, management will consider, to the extent applicable: the available technical, financial, and managerial resources, working capital and other prospects for the future, the nature of present and expected competition, the quality and experience of management services which may be available and the depth of that management, the potential for further research, development, or exploration, the potential for growth and expansion, the potential for profit, the perceived public recognition or acceptance of products, services, or trade or service marks, name identification and other relevant factors.

The decision to participate in a specific business may be based on management’s analysis of the quality of the other firm’s management and personnel, the anticipated acceptability of new products or marketing concepts, the merit of technological changes, and other factors which are difficult, if not impossible, to analyze through any objective criteria. It is anticipated that the results of operations of a specific firm may not necessarily be indicative of the potential for the future because of the requirement to substantially shift marketing approaches, expand significantly, change product emphasis, change or substantially augment management, and other factors.

We intend to analyze all available factors and make a determination based on a composite of available facts, without reliance on any single factor. The period within which we may participate in a business cannot be predicted and will depend on circumstances beyond our control, including the availability of businesses, the time required for us to complete our investigation and analysis of prospective businesses, the time required to prepare appropriate documents and agreements providing for our participation, and other circumstances.

Acquisition of a Business

In implementing a structure for a particular business acquisition, we may become a party to a merger, consolidation, or other reorganization with another corporation or entity; joint venture; license; purchase and sale of assets; or purchase and sale of stock, the exact nature of which cannot now be predicted. The structure of the particular business acquisition may be approved by the Board of Directors and may not require the approval of our shareholders. Notwithstanding the above, we do not intend to participate in a business through the purchase of minority stock positions. On the consummation of a transaction, it is likely that our present management and shareholders will not be in control of our company. In addition, our sole director will likely, as part of the terms of the acquisition transaction, resign and be replaced by new directors without a vote of our stockholders.

In the event we enter into an acquisition transaction with another entity, we will be required to report the transaction in a Current Report on Form 8-K within four business days following the execution of the agreement, and any amendment thereto, and within four business days following the closing of the transaction. In addition, because we are a shell company, if the transaction results in our no longer being a shell company, we will be required to file within four business days a Current Report on Form 8-K which includes the information that would be required if we were filing a general form for registration of securities on Form 10 reflecting us and our securities upon consummation of the transaction, including information on the new business and new management after closing.

In connection with our acquisition of a business, our present shareholders, including our sole officer and director, may, as a negotiated element of the acquisition, sell a portion or all of our common stock held by him at a significant premium over his original investment in the shares. It is not unusual for affiliates of the entity participating in the reorganization to negotiate to purchase shares held by the present shareholders in order to reduce the number of “restricted securities” held by persons no longer affiliated with our company and thereby reduce the potential adverse impact on the public market in our common stock that could result from substantial sales of such shares after the restrictions no longer apply. As a result of such sales, affiliates of the entity participating in the business reorganization with us would acquire a higher percentage of equity ownership in our company. Public investors will not receive any portion of the premium that may be paid in the foregoing circumstances. Furthermore, our shareholders may not be afforded an opportunity to approve or consent to any particular stock buy-out transaction.

In the event sales of shares by our present stockholders, including our sole officer and director, is a negotiated element of a future acquisition, a conflict of interest may arise because our director will be negotiating for the acquisition on behalf of our company and for sale of his shares for his own respective accounts. Where a business opportunity is well suited for acquisition by us, but affiliates of the business opportunity impose a condition that management sell his shares at a price which is unacceptable to him, management may not sacrifice his financial interest for us to complete the transaction. Where the business opportunity is not well suited, but the price offered management for his shares is high, management will be tempted to effect the acquisition to realize a substantial gain on his shares. Management has not adopted any policy for resolving the foregoing potential conflicts, should they arise, and does not intend to obtain an independent appraisal to determine whether any price that may be offered for his shares is fair. Stockholders must rely, instead, on the obligation of management to fulfill its fiduciary duty under state law to act in the best interests of our company and its stockholders.

It is anticipated that any securities issued in any such reorganization would be issued in reliance on exemptions from registration under applicable federal and state securities laws. Securities, including shares of our common stock, issued by us in such a transaction would be “restricted securities” as defined in Rule 144 promulgated by the Securities and Exchange Commission. Under amendments to Rule 144 recently adopted by the Commission, and which took effect on February 15, 2008, these restricted securities could not be resold under Rule 144 until the following conditions were met: we ceased to be a shell company; remained subject to the Exchange Act reporting obligations; filed all required Exchange Act reports during the preceding 12 months; and at least one year had elapsed from the time we filed “Form 10 information” reflecting the fact that we had ceased to be a shell company. In some circumstances, however, as a negotiated element of the transaction, we may agree to register such securities either at the time the transaction is consummated, under certain conditions, or at specified times thereafter. Although the terms of such registration rights and the number of securities, if any, which may be registered cannot be predicted, it may be expected that registration of securities by us in these circumstances would entail substantial expense for us. The issuance of substantial additional securities and their potential sale into any trading market that may develop in our securities may have a depressive effect on such market.

While the actual terms of a transaction to which we may be a party cannot be predicted, it may be expected that the parties to the business transaction will find it desirable to structure the acquisition as a so-called “tax-free” event under sections 351 or 368(a) of the Internal Revenue Code of 1986, (the “Code”). In order to obtain tax-free treatment under section 351 of the Code, it would be necessary for the owners of the acquired business to own 80% or more of the voting stock of the surviving entity. In such event, our shareholders would retain less than 20% of the issued and outstanding shares of the surviving entity. Section 368(a)(1) of the Code provides for tax-free treatment of certain business reorganizations between corporate entities where one corporation is merged with or acquires the securities or assets of another corporation. Generally, we will be the acquiring corporation in such a business reorganization, and the tax-free status of the transaction will not depend on the issuance of any specific amount of our voting securities. It is not uncommon, however, that as a negotiated element of a transaction completed in reliance on section 368, the acquiring corporation issue securities in such an amount that the shareholders of the acquired corporation will hold 50% or more of the voting stock of the surviving entity. Consequently, there is a substantial possibility that our shareholders immediately prior to the transaction would retain substantially less than 50% of the issued and outstanding shares of the surviving entity.

Therefore, regardless of the form of the business acquisition, it may be anticipated that stockholders immediately prior to the transaction will experience a significant reduction in their percentage of ownership in our company.

Notwithstanding the fact that we are technically the acquiring entity in the foregoing circumstances, generally accepted accounting principles will ordinarily require that such transaction be accounted for as a recapitalization of the business and, therefore, will not permit a write-up in the carrying value of the assets of the other company.

The manner in which we participate in a business will depend on the nature of the business, the respective needs and desires of us and other parties, the management of the business, and the relative negotiating strength of us and such other management.

We will participate in a business only after the negotiation and execution of appropriate written agreements. Although the terms of such agreements cannot be predicted, generally such agreements will require specific representations and warranties by all of the parties thereto, will specify certain events of default, will detail the terms of closing and the conditions which must be satisfied by each of the parties prior to such closing, will outline the manner of bearing costs if the transaction is not closed, will set forth remedies on default, and will include miscellaneous other terms.

Operation of Business After Acquisition

Our operation following the acquisition of a business will be dependent on the nature of the business and the interest acquired. We are unable to predict whether we will be in control of the business or whether present management will be in control following the acquisition. It may be expected that the business will present various risks, which cannot be predicted at the present time.

ITEM 1A. RISK FACTORS

Risks Related to Our Company and its Proposed Business:

Because we have failed to generate sufficient revenue from operations to meet our cash flow requirements, and are no longer generating any revenue from operations, there is substantial doubt about our ability to continue as a going concern .

We generated only minimal revenue from operations during the years ended December 31, 2007 and 2006, and for the nine-month interim period ended September 30, 2008. Although our historical financial statements were prepared assuming that we would continue as a going concern, in the view of our independent auditor there is substantial doubt about our ability to continue as a going concern. Since we do not expect to generate any revenue from operations for the foreseeable future, our ability to continue as a going concern will depend, in large part, on our ability to acquire or to be acquired by an operating company or otherwise to raise additional capital through equity or debt financing transactions. We currently do not have any readily available source of significant financing other than our sole director and his affiliates. Our financial statements do not include any adjustments that might result should our company be unable to continue as a going concern.

We have ceased business operations, are not generating revenue from business operations, and have no source of generating revenue from operations until we are acquired by or acquire an operating company. We may not have sufficient funds to satisfy our cash flow requirements until we recommence business operations.

Accordingly, potential investors should evaluate our company in light of the expenses, delays, uncertainties, and complications typically encountered by early-stage businesses, many of which will be beyond our control. These risks include (a) a lack of sufficient capital and (b) unanticipated problems, delays, and expenses relating to acquisitions of other businesses or product development and implementation. Our company’s historical financial data are of limited value in anticipating future revenue, capital requirements, and operating expenses. Our planned capital requirements and expense levels will be based in part on our expectations concerning potential acquisitions, capital investments, and future revenue, all of which are difficult to forecast accurately due to our company’s current stage of development. We may be unable to adjust spending in a timely manner to compensate for any unexpected shortfall in revenue.

We anticipate that we have sufficient cash on hand to meet our cash flow requirements for a period of at least 12 months. If we are unable to acquire, or be acquired by, an operating company within that period, or if our funds are otherwise exhausted through unsuccessful acquisition transactions or otherwise, we would be required to obtain additional financing to meet our ongoing cash flow requirements. We have no agreements or arrangements with anyone to provide additional financing. Also, if we are required to seek additional financing through loans or capital investments, it is likely that the terms of such financings would be less favorable than would be expected for an operating company. Any type of additional financing could result in the issuance of additional shares of common stock which could reduce the percentage ownership of existing shareholders.

We will face a variety of risks associated with new business operations that we may acquire or that may acquire our company in the future .

We cannot provide assurance that we will be able to


	£	identify suitable operating businesses to acquire or that will be able to acquire our company;


	£	make acquisitions or be acquired on commercially acceptable terms;


	£	effectively integrate and manage the combined operations of the businesses we acquire or that acquire us; or


	£	achieve operating and growth strategies with respect to the operating businesses that we acquire or that acquire us.

The integration of the management, personnel, operations, products, services, technologies, and facilities of any business that we acquire or that acquires us in the future could involve unforeseen difficulties. These difficulties could disrupt ongoing businesses, distract management and employees, and increase operating expenses, which could have a material adverse affect on our company’s business, financial condition, and operating results.

If we acquire or are acquired by an operating company, the persons who control that company will likely be able to control our company indefinitely .

Generally, in transactions where a shell company such as our company acquires or is acquired by an operating company, the persons who own and control the operating company receive securities that represent a significant majority of our outstanding voting securities following the acquisition. As a result, the owners and management of an operating company that we acquire or that acquires our company likely will be able to control the management and affairs of our company and all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions, for an indefinite period of time after the closing of such a transaction. This concentration of ownership might adversely affect the market value of our common stock in the future and the voting and other rights of our other stockholders.

The determination of a suitable business opportunity for the company will be made by Mr. White, our sole officer and director and may be made without the consent or approval of the other shareholders.

Mr. White owns 15,100,000 shares of our common stock which represents approximately 83.4% of the total outstanding shares, which means that he has sufficient votes to approve any transaction requiring shareholder approval, including the decision with regard to any potential acquisition target. In addition, neither our articles of incorporation nor our bylaws prohibit Mr. White from effecting a transaction with an operating business entity without shareholder approval. Further, the corporate laws of the State of Nevada do not in all instances require the approval of the shareholders to acquire, or be acquired by, another entity. Shareholders of the company will be dependent upon the determinations made by Mr. White as to the particular operating entity with which to enter into a reverse acquisition transaction.

Mr. White serves as a sole director of other shell companies and will be deemed to have a conflict of interest in the determination of which, if any, potential target company will be presented to these companies.

Mr. White serves as the sole director of United Restaurant Management, Inc., Millstream Ventures, Inc., and USATCO, Inc., each of which is a shell company in varying stages of readiness to complete a potential reverse acquisition. United Restaurant is a reporting company which has made application for quotation of its stock on the OTC Bulletin Board. Millstream Ventures, Inc. is a reporting company the stock of which is quoted on the OTC Bulletin Board. USATCO is a reporting company which is delinquent in its filing obligations. Mr. White proposes to offer any potential target company to the first company which obtains a trading symbol and is otherwise ready to enter into a reverse acquisition transaction. It is likely that United Restaurant would be in a position to entertain a potential reverse acquisition transaction prior to our company. In such event, the first reverse acquisition transaction made known to Mr. White would be made to this entity.

In our search for suitable target companies, we will have limited funds to conduct a due diligence review of the target company, in which case there may be risks associated with the transaction which we may be unable to discover prior to completing the reverse acquisition transaction.

Management estimates that it has sufficient funds to conduct a limited due diligence review of one or perhaps two potential privately held operating companies, unless we are able to negotiate to have the target company reimburse us for these expenses. Management does not believe we will have sufficient funds to retain the services of experts in the industry of the target company to analyze the risks of conducting operations in that industry. Management also does not anticipate having sufficient funds to retain business or financial experts to analyze the risks of the business operations of the particular target company. Nor does management anticipate that it will have sufficient funds to retain market analysts to evaluate the potential market for the company’s common stock following completion of the reverse acquisition. Thus, there may exist material risks in the industry or business of the target company that may have a negative impact on the market for our common stock after the acquisition which we may be unable to fully analyze prior to the closing of the reverse acquisition transaction.

Risks Related to Our Common Stock:

There is no current public trading market for our common stock, which means that purchasers of our shares may not be able to liquidate their investment.

Our common stock is not presently quoted on either the Pink Sheets or the OTC Bulletin Board and is not listed on any exchange. Management intends to seek application for the common stock to be quoted on the OTC Bulletin Board. Application to the OTC Bulletin Board requires the filing of the application by a broker-dealer willing to become a market maker in our stock. We have not entered into any negotiations or agreements with a market maker, nor have we identified the specific firm to make the application to the OTC Bulletin Board. If we are unable to complete the application process, our stock will be illiquid and it is unlikely that an investor in our shares would be able to sell his shares.

Because our shares are designated as Penny Stock, broker-dealers will be less likely to trade in our stock due to, among other items, the requirements for broker-dealers to disclose to investors the risks inherent in penny stocks and to make a determination that the investment is suitable for the purchaser.

Our shares are designated as “penny stock” as defined in Rule 3a51-1 promulgated under the Exchange Act and thus may be more illiquid than shares not designated as penny stock. The SEC has adopted rules which regulate broker-dealer practices in connection with transactions in “penny stocks.” Penny stocks are defined generally as non-NASDAQ equity securities with a price of less than $5.00 per share; that are not traded on a “recognized” national exchange; or in issuers with net tangible assets less than $2,000,000, if the issuer has been in continuous operation for at least three years, or $10,000,000, if in continuous operation for less than three years, or with average revenues of less than $6,000,000 for the last three years. The penny stock rules require a broker-dealer to deliver a standardized risk disclosure document prepared by the SEC, to provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, monthly account statements showing the market value of each penny stock held in the customers’ account, to make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a stock that is subject to the penny stock rules. Since our securities are subject to the penny stock rules, investors in the shares may find it more difficult to sell their shares, if a public trading market develops in the future. Many brokers have decided not to trade in penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. The reduction in the number of available market makers and other broker-dealers willing to trade in penny stocks may limit the ability of purchasers in this offering to sell their stock in any secondary market. These penny stock regulations, and the restrictions imposed on the resale of penny stocks by these regulations, could adversely affect our stock price.

Our board of directors can, without stockholder approval, cause preferred stock to be issued on terms that adversely affect common stockholders.

Under our articles of incorporation, our board of directors is authorized to issue up to 10,000,000 shares of preferred stock, none of which are issued and outstanding, and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further vote or action by our stockholders. If the board causes any preferred stock to be issued, the rights of the holders of our common stock could be adversely affected. The board’s ability to determine the terms of preferred stock and to cause its issuance, while providing desirable flexibility in connection with possible acquisitions and other corporate purposes, could have the effect of making it more difficult for a third party to acquire a majority of our outstanding voting stock. Preferred shares issued by the board of directors could include voting rights, or even super voting rights, which could shift the ability to control the company to the holders of the preferred stock. Preferred shares could also have conversion rights into shares of common stock at a discount to the market price of the common stock which could negatively affect the market for our common stock. In addition, preferred shares would have preference in the event of liquidation of the corporation, which means that the holders of preferred shares would be entitled to receive the net assets of the corporation distributed in liquidation before the common stock holders receive any distribution of the liquidated assets. We have no current plans to issue any shares of preferred stock.

We have not paid, and do not intend to pay, dividends and therefore, unless our common stock appreciates in value, our investors may not benefit from holding our common stock.

We have not paid any cash dividends since inception. We do not anticipate paying any cash dividends in the foreseeable future. As a result, our investors will not be able to benefit from owning our common stock unless a public trading market is established and unless the market price of our common stock becomes greater than the price paid for the stock by these investors, plus selling commissions.

Any public trading market for our common stock which may develop in the future will likely be a volatile one and will likely result in higher spreads in stock prices.

We propose to make application for our stock to be quoted on the OTC Bulletin Board and to trade in the over-the-counter market. The over-the-counter market for securities has historically experienced extreme price and volume fluctuations during certain periods. These broad market fluctuations and other factors, such as our ability to effect a reverse acquisition with an operating company, as well as economic conditions and quarterly variations in our results of operations if we are able to complete a reverse acquisition transaction with an operating company, may adversely affect the market price of our common stock. In addition, the spreads on stock traded through the over-the-counter market are generally unregulated and higher than on the NASDAQ or other exchanges, which means that the difference between the price at which shares could be purchased by investors on the over-the-counter market compared to the price at which they could be subsequently sold would be greater than on these exchanges. Significant spreads between the bid and asked prices of the stock could continue during any period in which a sufficient volume of trading is unavailable or if the stock is quoted by an insignificant number of market makers. We cannot insure that our trading volume will be sufficient to significantly reduce this spread, or that we will have sufficient market makers to affect this spread. These higher spreads could adversely affect investors who purchase the shares at the higher price at which the shares are sold, but subsequently sell the shares at the lower bid prices quoted by the brokers. Unless the bid price for the stock increases and exceeds the price paid for the shares by the investor, plus brokerage commissions or charges, the investor could lose money on the sale. For higher spreads such as those on over-the-counter stocks, this is likely a much greater percentage of the price of the stock than for exchange listed stocks. There is no assurance that at the time the investor wishes to sell the shares, the bid price will have sufficiently increased to create a profit on the sale.

ITEM 2. FINANCIAL INFORMATION

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis is presented to assist in understanding our financial condition for the fiscal years ended December 31, 2007 and 2006, and for the interim periods ended September 30, 2008 and 2007. You should read our audited financial statements for the years ended December 31, 2007 and 2006, including the related notes thereto, as well as our unaudited interim financial statements for the nine months ended September 30, 2008 and 2007, and related notes, in conjunction with this Management’s Discussion and Analysis. In particular, you should read Note 1 to our audited financial statements for a description of our significant accounting policies. This discussion contains predictions, estimates, and other forward-looking statements that involve a number of risks and uncertainties, including those discussed elsewhere in this registration statement. These risks could cause our actual results to differ materially from those anticipated in these forward-looking statements.

Plan of Operation

As a shell company, we currently have no operations and nominal assets. Nevertheless, we believe we possess a stockholder base that will make us an attractive merger or acquisition candidate to an operating privately held company seeking to become publicly held. We intend to locate and combine with an existing privately held company that has profitable operations or, in our management’s view, potential for earnings and appreciation of value of its equity securities, irrespective of the industry in which it is engaged. A combination may be structured as a merger, consolidation, exchange of our common stock for stock or assets of the operating company, or any other form that will result in the combined companies becoming an operating publicly held corporation. We have not identified a particular acquisition target, and we currently are not engaged in any negotiations regarding such an acquisition. We intend to provide our stockholders with complete disclosure documentation concerning the structure of a proposed business combination prior to consummation of such a transaction.

We intend to remain a shell company until a merger or acquisition is consummated, and we anticipate that our cash requirements will be minimal during that time frame. We do not anticipate that we will have to raise equity capital during the next 12 months. We raised net proceeds of $26,982 in a non-public offering of our common stock completed in August 2008, which management believes will satisfy the cash flow requirements, which consist primarily of legal, accounting, and related expenses to enable us to prepare and file our reports with the Securities and Exchange Commission. We currently anticipate that our sole director and controlling stockholder, and/or his affiliates in the future will provide the financing that may be required for our limited operations prior to the time that we complete a merger or acquisition transaction. We also anticipate that such financing will be in the form of loans to our company that will have to be repaid or refinanced in connection with a merger or acquisition transaction, but could also include sales of our common stock in unregistered sales of the shares. Our sole director and controlling stockholder, and his affiliates, however, are under no obligation to provide us with any amount of financing or to continue to provide financing to our company if they provide financing to us at a given time or from time to time. Accordingly, we may not have access to a sufficient amount of capital to enable us to seek and locate a merger or acquisition candidate or to successfully negotiate and consummate a merger or acquisition transaction.

Pending negotiation and consummation of a business combination, we anticipate that we will have, aside from carrying on our search for a combination partner, no business activities and, accordingly, we will have no source of revenue. Should we incur any significant liabilities prior to a combination with a private company, we may not be able to satisfy such liabilities as they are incurred. If our management pursues one or more combination opportunities beyond the preliminary negotiations stage and those negotiations are subsequently terminated, it is possible that such efforts will exhaust our ability to continue to seek such combination opportunities before any successful combination can be consummated.

In our pursuit for a business combination partner, our management intends to consider only combination candidates that are profitable or, in management’s view, have growth potential. Our management does not intend to pursue any combination proposal beyond the preliminary negotiation stage with any combination candidate that does not furnish us with audited financial statements for its historical operations or that cannot demonstrate to our management’s satisfaction that it can furnish audited financial statements in a timely manner. We may engage attorneys and accountants to investigate a combination candidate and to consummate a business combination. We may require payment of fees by such merger candidate to fund all or a portion of such expenses. We may incur enhanced risks that any combined business combination will be unsuccessful to the extent we are unable to obtain the advice or reports from experts.

We intend to seek to carry out our business plan as discussed herein. In order to do so, we will need to pay ongoing expenses, including particularly legal and accounting fees incurred in conjunction with future compliance with our ongoing reporting obligations under the Exchange Act. Except as described above, we currently do not intend to raise funds, either debt or equity, from investors while our company is a shell company, and we currently do not intend to borrow any funds from third parties to make any payments to our management or affiliates.

We have no employees and do not expect to hire any prior to effecting a business combination. Our sole officer has agreed to allocate a portion of his time to our company’s activities, without cash compensation. We anticipate that our business plan can be implemented by his devoting a portion of his available time to our business affairs.

We are not registered and we do not propose to register as an investment company under the Investment Company Act of 1940. We intend to conduct our business activities so as to avoid application of the registration and other provisions of the Investment Company Act of 1940 and the related regulations thereunder.

We have no material operating history, nominal cash, nominal other assets, and our business plan has significant business risks, as described elsewhere in this registration statement. Our independent registered public accounting firm has issued an audit opinion on our financial statements that includes a statement that, in our auditor’s opinion, there is substantial doubt about our ability to continue as a going concern.

Lack of Significant Revenue

We generated limited revenue from operations during the years ended December 31, 2007 and 2006, and since our most recent year-end. We do not expect to generate any revenue within the foreseeable future and may never be able to do so.

Results of Operations – Nine Months Ended September 30, 2008 and 2007

Revenue

Our revenues for the nine months ended September 30, 2008 and 2007, were $2,361 and $2,707, respectively. However, in June 2008, the Board of Directors approved discontinuing the lighting business operations and we do not anticipate generating any revenue until we acquire or are acquired by an operating entity. The decision to discontinue operations was based upon consideration of increasing competition in the industry, dwindling sales, and elevated costs associated with generating sales.

Operating Expenses

For the nine months ended September 30, 2008, operating expenses were $41,549, consisting of $1,086 in other general and administrative expenses and $40,463 in professional fees for services performed during the period. For the nine months ended September 30, 2007, operating expenses were $5,161, consisting of $1,511 in other general and administrative expenses and $3,650 in professional fees for services performed during the period. The increase in operating expenses in 2008 compared with those in 2007 was due to increased professional fees in connection with the private offering of our stock completed in August 2008 and in preparation for filing this registration statement.

Net Loss

Our net income (loss) for the nine months ended September 30, 2008 and 2007 was $(40,695) and $(1,237), respectively, which resulted in a net income (loss) per share of $(0.00) for each period. We anticipate that losses will increase during the period we incur professional fees associated with this registration statement and the application to the OTC Bulletin Board, and then will be significantly reduced and stabilize until we acquire or are acquired by an operating entity.

Results of Operations – Years Ended December 31, 2007 and 2006

Revenue

Our revenues during the years ended December 31, 2007 and 2006 were $3,263 and $9,232, respectively. However, in June 2008, the Board of Directors approved discontinuing the lighting business operations and we do not anticipate generating any revenue until we acquire or are acquired by an operating entity. The decision to discontinue operations was based upon consideration of increasing competition in the industry, dwindling sales, and elevated costs associated with generating sales.

Operating Expenses

For the year ended December 31, 2007, operating expenses were $13,617, consisting of professional fees in the amount of $11,457 and other general and administrative expenses of $2,160 during the period. For the year ended December 31, 2006, operating expenses were $1,431, also consisting of professional fees in the amount of $563 and other general and administrative expenses of $868 during the period. The increase in professional fees and general and administrative expenses from 2006 to 2007 was due to our preparations to become a reporting company with the SEC.

Net Loss

Our net income (loss) for the years ended December 31, 2007 and 2006 was $(9,544) and $1,372, respectively, which resulted in a net income (loss) per share of $(0.00) and $0.00, respectively. We anticipate that losses will increase during the period we incur professional fees associated with this registration statement and the application to the OTC Bulletin Board, and then will be significantly reduced and stabilize until we acquire or are acquired by an operating entity.

Liquidity and Capital Resources

We currently have no operations and we anticipate that we will not generate any revenue until we consummate a business combination. We believe the funds raised in our most recent non-public stock offering will be sufficient to meet our cash flow requirements for the next 12 months to support and preserve the integrity of our corporate entity, to fund the implementation of our business plan, and to comply with the periodic reporting requirements of the Exchange Act. If we are unable to consummate a transaction within this period, we would need funds to support our existing operations and implementation of our plan of operation and to comply with the periodic reporting requirements of the Exchange Act.

We have no current plans, proposals, arrangements or understandings with respect to the sale or issuance of additional securities prior to the identity of a merger or acquisition candidate and we do not anticipate that we will incur any significant debt, other than debt incurred to finance our ongoing expenditures for legal, accounting, and administrative expenses, prior to the consummation of a business combination.

Off-Balance Sheet Arrangements

At December 31, 2007, and at September 30, 2008, we did not have any off-balance sheet arrangements.

SELECTED FINANCIAL DATA

As a smaller reporting company, we have elected not to provide the information required by Item 301 of Regulation S-K.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

As a smaller reporting company, we have elected not to provide the information required by Item 305 of Regulation S-K.

ITEM 3. PROPERTIES

We have no separate office facilities and do not presently anticipate the need to lease separate commercial office space or facilities. Our offices are housed within the offices of Steven L. White, our sole officer and director and principal shareholder. This office space is furnished at no cost to our company.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information furnished by current management and others, concerning the ownership of our common stock as of November 13, 2008, of (i) each person who is known to us to be the beneficial owner of more than 5 percent of our common stock, without regard to any limitations on conversion or exercise of convertible securities or warrants; (ii) all directors and executive officers; and (iii) our directors and executive officers as a group:

Name and Address

of Beneficial Owner

Amount and Nature

of Beneficial

Ownership (1)

Percentage of Class (2)

Steven L. White

374 East 400 South

Suite 3

Springville, UT 84663

15,100,000

83.4%

Executive Officers and Directors as a Group (1 Person)

15,100,000

83.4%

(1)

Beneficial Ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants, or other conversion privileges currently exercisable or convertible, or exercisable or convertible within 60 days of November 13, 2008, are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding for computing the percentage of any other person.

(2)

Percentage based on 18,113,750 shares of common stock outstanding as of November 13, 2008.

We anticipate that a change of control will occur when a new business venture is acquired. Our business plan is to seek and, if possible, acquire an operating entity through a reverse acquisition transaction with the operating entity. By its nature, a reverse acquisition generally entails a change in management and principal shareholders of the surviving entity. While management cannot predict the specific nature of the form of the reverse acquisition, it is anticipated that at the closing of the process, the current sole officer and director would resign in favor of persons designated by the operating company and that the shareholders of the operating entity would receive a controlling number of shares in our company, thus effecting a change in control of the company.

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

Current Management

The following table sets forth as of November 13, 2008, the name and ages of, and position or positions held by, our sole executive officer and director and the employment background of this person:


Name	Age	Positions	Director Since
Steven L. White	54	Director, President, Secretary, & Treasurer	August 15, 2007

Mr. White earned his Bachelor of Science Degree from Brigham Young University in 1980 with a major in accounting and a minor in English. He is a member of the American Institute of Certified Public Accountants and has been employed by firms located in Utah and Colorado. Since 1983, Mr. White has been employed in private accounting and has been the controller of several small businesses. He has been the owner and president and director of Sparrow, Inc., a small consulting business from 2000 to present; the president and director of eNutrition, Inc., from 2000 to 2003, a publicly traded company which sold nutritional products; the president and director of Excel Publishing, Inc., a publicly traded small publishing company from the fall of 2002 to the spring of 2003; the president and director of New Horizon Education, Inc., a publicly traded educational software company from 1998 to 2003; and the controller and chief financial officer of Phoenix Ink, LLC, a financial newsletter publisher, from 1999 to 2001. Mr. White is currently serving as a director of USATCO, Inc., Millstream Ventures, Inc., and United Restaurant Management, Inc., each of which is a reporting company.

On November 17, 2006, Mr. White, on behalf of and as president of Liquitek Enterprises, Inc., a Nevada corporation, filed in United States Bankruptcy Court District of Nevada, a petition of bankruptcy under Chapter 11, which on August 24, 2007, was subsequently dismissed. Mr. White became the president of Liquitek Enterprises, Inc. on September 15, 2006. Liquitek Enterprises, Inc. is not an affiliate of our company and Mr. White is no longer an officer or director of Liquitek Enterprises, Inc.

ITEM 6. EXECUTIVE COMPENSATION

Executive Compensation

Steven L. White has served as our chief executive officer since August 15, 2007. Prior to Mr. White, Ronald Jolley served as chief executive during 2007 and 2006. Neither Mr. White nor Mr. Jolley received compensation from us during the years ended December 31, 2007 or 2006, which would be reportable pursuant to this item.

Equity Awards

Neither of the named executive officers above held any unexercised options, stock that had not vested, or equity incentive plan awards at December 31, 2007.

Director Compensation

No compensation was paid to or earned by any director during the year ended December 31, 2007.

Compensation Committee Interlocks and Insider Participation

No compensation was paid to or earned by any executive officer during the year ended December 31, 2007, and we have had no compensation committee. During the year ended December 31, 2007, no officer participated, and the Board of Directors did not engage, in deliberations concerning executive officer compensation. Also during the year ended December 31, 2007, no executive officer or director of our company served as an executive officer or director of another entity, one of whose executive officers or directors served on the board of directors of our company.

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR

INDEPENDENCE

Steven L. White, our sole officer and director, provides office space at no cost to us. This arrangement is not evidenced by a written agreement. The arrangement may be terminated at any time by Mr. White.

On August 30, 2007, we sold 15,000,000 shares of our common stock to Mr. White for $15,000. Mr. White was the sole director at the time of this transaction, which was not effected at arm’s length.

Conflicts of Interest

Director Independence

Our securities are not listed on a national securities exchange or in an inter-dealer quotation system which has requirements that directors be independent. As a result, we have adopted the independence standards of the American Stock Exchange to determine the independence of our directors and those directors serving on our committees. These standards provide that a person will be considered an independent director if he or she is not an officer of the company and is, in the view of the company’s board of directors, free of any relationship that would interfere with the exercise of independent judgment. Our board of directors has determined that our sole director would not meet this standard, and therefore, would be considered not to be independent.

ITEM 8. LEGAL PROCEEDINGS

No legal proceedings are reportable pursuant to this item.

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND

RELATED STOCKHOLDER MATTERS

Market Information

Our company’s common stock has never been listed or traded on any securities exchange or trading market. We have outstanding no options, warrants, or other instruments convertible into our common stock. Of the 18,113,750 shares outstanding, management believes that 1,913,750 shares are eligible for resale under Rule 144. Of the remaining 16,200,000, Rule 144 will not be available until the provisions of Paragraph (i) of Rule 144 are met. We have agreed to register 1,200,000 of these shares sold in our most recent non-public offering following the completion of a reverse acquisition. We have also agreed to register the resale of any other shares currently outstanding following completion of a reverse acquisition. We have not otherwise proposed to publicly offer any shares of our common stock in a primary offering.

Holders

As of November 13, 2008, there were 18,113,750 shares of common stock outstanding and 68 holders of record of our common stock. The number of record holders was determined from the records of our transfer agent and does not include beneficial owners of common stock whose shares are held in the names of various security brokers, dealers, and registered clearing agencies. We have appointed Stalt, Inc., 671 Oak Grove Avenue, Suite C, Menlo Park, CA 94025, to act as the transfer agent of our common stock.

Dividends

We have never declared or paid any cash dividends on our common stock. We may pay dividends in the future on our common stock if, as, and when declared by our Board of Directors out of funds legally available therefor. Our Board of Directors has not adopted a dividend policy. The payment of cash dividends on our common stock is unlikely in the foreseeable future. Any future determination to pay cash dividends will be at the discretion of the Board of Directors and will depend upon our company’s earnings, capital requirements, financial condition, and any other factors deemed relevant by the Board of Directors.

Securities Authorized for Issuance under Equity Compensation Plans

We currently do not maintain any equity compensation plans and there are no shares of common stock currently authorized for issuance under any equity compensation plans.

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

From March 1, 2005, through February 1, 2006, we sold 750,000 shares to 1 ^st Zamora Corp. for $15,000. The shares were issued without registration under the Securities Act by reason of the exemption from registration afforded by the provisions of Section 4(2) thereof as a transaction by an issuer not involving any public offering. 1 ^st Zamora Corp. was an accredited investor as defined in Rule 501 of Regulation D at the time of the purchase. The corporation delivered appropriate investment representations with respect to the issuance and consented to the imposition of restrictive legends upon the certificate representing the shares. It represented that it had not entered into the transaction with us as a result of or subsequent to any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast on television or radio, or presented at any seminar or meeting. 1st Zamora Corp. represented that its representative was afforded the opportunity to ask questions of our management and to receive answers concerning the terms and conditions of the offering. No underwriting discounts or commissions were paid in connection with the offering.

On August 30, 2007, we sold 15,000,000 shares to Steven L. White for $15,000. The shares were issued without registration under the Securities Act by reason of the exemption from registration afforded by the provisions of Section 4(2) thereof as a transaction by an issuer not involving any public offering. Mr. White was an accredited investor as defined in Rule 501 of Regulation D at the time of the purchase. The corporation delivered appropriate investment representations with respect to the issuance and consented to the imposition of restrictive legends upon the certificate representing the shares. Mr. White represented that he had not entered into the transaction with us as a result of or subsequent to any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast on television or radio, or presented at any seminar or meeting. He also represented that he was afforded the opportunity to ask questions of our management and to receive answers concerning the terms and conditions of the offering. No underwriting discounts or commissions were paid in connection with the offering.

In August 2008 we completed a non-public offering of 1,200,000 shares of common stock for $0.025 per share for gross proceeds of $30,000. The shares were issued without registration under the Securities Act by reason of the exemption from registration afforded by the provisions of Section 4(6) and/or Section 4(2) thereof, and Rule 506 promulgated thereunder, as a transaction by an issuer not involving any public offering. All of the 13 investors were accredited investors as defined in Rule 501 of Regulation D at the time of the purchase. Each investor delivered appropriate investment representations with respect to the issuance and consented to the imposition of restrictive legends upon the certificates representing the shares. They represented that they had not entered into the transaction with us as a result of or subsequent to any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast on television or radio, or presented at any seminar or meeting. Each investor represented they were afforded the opportunity to ask questions of our management and to receive answers concerning the terms and conditions of the offering. No underwriting discounts or commissions were paid in connection with the offering.

ITEM 11. DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

Common Stock

We are authorized to issue up to 200,000,000 shares of $0.001 par value common stock. The holders of common stock, including the shares offered hereby, are entitled to equal dividends and distributions, per share, with respect to the common stock when, as and if declared by the Board of Directors from funds legally available therefore. No holder of any shares of common stock has a pre-emptive right to subscribe for any securities of our company nor are any common shares subject to redemption or convertible into other securities of our company. Upon liquidation, dissolution or winding up of our company, and after payment of creditors and preferred stockholders, if any, the assets will be divided pro-rata on a share-for-share basis among the holders of the shares of common stock.

Each share of common stock is entitled to one vote with respect to the election of any director or any other matter upon which shareholders are required or permitted to vote. Under Nevada corporate law, holders of our company’s common stock do not have cumulative voting rights, so that the holders of more than 50% of the combined shares voting for the election of directors may elect all of the directors, if they choose to do so and, in that event, the holders of the remaining shares will not be able to elect any members to our board of directors.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Nevada law expressly authorizes a Nevada corporation to indemnify its directors, officers, employees, and agents against liabilities arising out of such persons’ conduct as directors, officers, employees, or agents if they acted in good faith, in a manner they reasonably believed to be in or not opposed to the best interests of the company, and, in the case of criminal proceedings, if they had no reasonable cause to believe their conduct was unlawful. Generally, indemnification for such persons is mandatory if such person was successful, on the merits or otherwise, in the defense of any such proceeding, or in the defense of any claim, issue, or matter in the proceeding. In addition, as provided in the articles of incorporation, bylaws, or an agreement, the corporation may pay for or reimburse the reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition if such person furnishes to the corporation an undertaking to repay such expenses if it is ultimately determined that he did not meet the requirements. In order to provide indemnification, unless ordered by a court, the corporation must determine that the person meets the requirements for indemnification. Such determination must be made by a majority of disinterested directors; by independent legal counsel; or by a majority of the shareholders.

Section 2 of Article X of our Articles of Incorporation provides that we are required to indemnify, and advance expenses as they are incurred to, any person who was or is a party or is threatened to be made a party to any threatened or completed action, suit or proceeding, whether civil or criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee, agent or fiduciary of our company, or who is serving at our request or direction as a director, officer, employee, agent or fiduciary of another corporation or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with the action, suit, or proceeding. The advancement of expenses in these actions is contingent upon the person undertaking to repay the amounts advanced if it is ultimately determined that such person was not entitled to indemnification. Article VIII of our Bylaws also mandates similar indemnification provisions.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act”) may be permitted to directors, officers and controlling persons of our company pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

JOLLEY MARKETING, INC.

FINANCIAL STATEMENTS

DECEMBER 31, 2007 AND 2006

JOLLEY MARKETING, INC.

CONTENTS


		PAGE

--	Report of Independent Registered Public Accounting Firm	20


--	Balance Sheets, December 31, 2007 and 2006	21


--	Statements of Operations, for the years ended
	December 31, 2007 and 2006	22


--	Statements of Stockholders’ Equity, for the years
	ended December 31, 2007 and 2006	23


--	Statements of Cash Flows, for the years ended
	December 31, 2007 and 2006	24


--	Notes to Financial Statements	25

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Jolley Marketing, Inc.

I have audited the accompanying balance sheets of Jolley Marketing, Inc. (“JMI”) as of December 31, 2007 and 2006, and the related statements of operations, stockholders’ equity, and cash flows for the years ended December 31, 2007 and 2006. JMI’s management is responsible for these financial statements. My responsibility is to express an opinion on these financial statements based on my audits.

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor was I engaged to perform, an audit of its internal control over financial reporting. My audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, I express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of JMI as of December 31, 2007 and 2006, and the results of its operations and its cash flows for the years ended December 31, 2007 and 2006 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the company will continue as a going concern. As discussed in Note 2 to the financial statements, the company incurred a net loss of $9,544 during the year ended December 31, 2007, had negative cash flows from operating activities, had revenues decrease by 65%, and discontinued its operations in June 2008, which raise substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Michael J. Larsen, PC

Sandy, Utah

October 30, 2008

JOLLEY MARKETING, INC.

BALANCE SHEETS


ASSETS
		December 31,		December 31,
		2007		2006
CURRENT ASSETS:
Cash	$	21,768	$	-
Prepaid expense		5,193		-
Loan receivable – related party		8,668		29,337
Total Current Assets		35,629		29,337

Total Assets	$	35,629	$	29,337


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable	$	9,281	$	8,242
Total Current Liabilities		9,281		8,242

DEFERRED INCOME TAX LIABILITIES		-		203
Total Liabilities		9,281		8,445

STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value,
10,000,000 shares authorized,
no shares issued and outstanding		-		-
Common stock, $0.001 par value,
200,000,000 shares authorized,
16,913,750 and 1,913,750 shares
issued and outstanding, respectively		16,914		1,914
Capital in excess of par value		128,336		128,336
Retained earnings (deficit)		(118,902)		(109,358)

Total Stockholders' Equity		26,348		20,892

Total Liabilities and Stockholders’ Equity	$	35,629	$	29,337

The accompanying notes are an integral part of these financial statements.

JOLLEY MARKETING, INC.

STATEMENTS OF OPERATIONS


		For the year		For the year
		ended		ended
		December 31,		December 31,
		2007		2006

REVENUE	$	-	$	-

OPERATING EXPENSES:
Professional fees		11,457		563
Other general and administrative		2,160		868
Total Operating Expenses		13,617		1,431

LOSS BEFORE OTHER INCOME		(13,617)		(1,431)

OTHER INCOME:
Interest income – related party		2,331		1,954

INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		(11,286)		523

CURRENT INCOME TAX BENEFIT (EXPENSE)		458		41

DEFERRED INCOME TAX BENEFIT (EXPENSE)		203		(203)

INCOME (LOSS) FROM CONTINUING OPERATIONS		(10,625)		361

DISCONTINUED OPERATIONS:
Income from operations of discontinued lighting supplies business		1,339		1,252
Income tax benefit (expense)		(258)		(241)
INCOME (LOSS) FROM DISCONTINUED OPERATIONS		1,081		1,011

NET INCOME (LOSS)	$	(9,544)	$	1,372

BASIC AND DILUTED INCOME (LOSS) PER COMMON SHARE:
Continuing operations	$	(0.00)	$	0.00
Discontinued operations		0.00		0.00
Net income (loss) per common share	$	(0.00)	$	0.00

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		6,968,545		1,909,366

The accompanying notes are an integral part of these financial statements.

JOLLEY MARKETING, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2007 AND 2006


					Capital in
	Preferred Stock		Common Stock		Excess of	Retained
	Shares	Amount	Shares	Amount	Par Value	Deficit
BALANCE, December 31, 2005	-	$ -	1,863,750	$ 1,864	$ 127,386	$ (110,730)

Issuance of 50,000 shares of common stock for cash at $0.02 per share, February 2006	-	-	50,000	50	950	-

Net income for the year ended December 31, 2006	-	-	-	-	-	1,372

BALANCE, December 31, 2006	-	-	1,913,750	1,914	128,336	(109,358)

Issuance of 15,000,000 shares of common stock for cash at $0.001 per share, August 2007	-	-	15,000,000	15,000	-	-

Net loss for the year ended December 31, 2007	-	-	-	-	-	(9,544)

BALANCE, December 31, 2007	-	$ -	16,913,750	$ 16,914	$ 128,336	$ (118,902)

The accompanying notes are an integral part of these financial statements.

JOLLEY MARKETING, INC.

STATEMENTS OF CASH FLOWS


		For the year		For the year
		ended		ended
		December 31,		December 31,
		2007		2006

Cash Flows From Operating Activities:
Net income (loss)	$	(9,544)	$	1,372
Adjustments to reconcile net income (loss) to net
cash provided (used) by operating activities:
Changes in assets and liabilities:
(Increase) in prepaid expense		(5,193)		-
(Increase) decrease in related party accrued interest receivable		1,044		(1,054)
Increase in accounts payable		1,039		618
Increase (decrease) in deferred income tax liabilities		(203)		203

Net Cash Provided (Used) by
Operating Activities		(12,857)		1,139

Cash Flows From Investing Activities:
Loans to related party		(2,422)		(23,745)
Repayment of loans to related party		22,047		-

Net Cash Provided (Used) by
Investing Activities		19,625		(23,745)

Cash Flows From Financing Activities:
Proceeds from common stock issuances		15,000		1,000

Net cash provided by financing activities		15,000		1,000

Net Increase (Decrease) in Cash		21,768		(21,606)

Cash at Beginning of Period		-		21,606

Cash at End of Period	$	21,768	$	-


Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	-	$	-
Income taxes	$	-	$	-

Supplemental Schedule of Non-cash Investing and Financing Activities:
For the year ended December 31, 2007:
None
For the year ended December 31, 2006:
None

The accompanying notes are an integral part of these financial statements.

JOLLEY MARKETING, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization – Jolley Marketing, Inc. (“the Company”) was organized under the laws of the State of Nevada on December 3, 1998. The Company sold lighting products to industrial, commercial, and residential customers through June 2008, when the Company discontinued its operations.

In September 2002 the Company filed SEC Form SB-2 but immediately withdrew the filing in November of the same year due to health problems of the Company’s president. None of the Company’s securities were offered, or sold, under this registration.

Cash and Cash Equivalents - The Company considers all highly liquid debt investments purchased with a maturity of three months or less to be cash equivalents.

Accounting Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated by management.

Fair Value of Financial Instruments - The carrying value of the loan receivable approximates fair value based on interest rates available for similar instruments. No financial instruments are held for trading purposes.

Dividends - The Company has, at the present time, not paid any dividends and any dividends that may be paid in the future will depend upon the financial requirements of the Company and other relevant factors.

Revenue Recognition - The Company recognizes revenue net of sales taxes when rights and risk of ownership have passed to the customer, when there is persuasive evidence of an arrangement, the product has been delivered to the customer, the price and terms are finalized, and collection of resulting receivable is reasonably assured.

Receivables - The Company carries its receivables at cost less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its receivables and establishes an allowance for doubtful accounts, based on a history of past write-offs and collections and current credit conditions. The Company’s policy is not to accrue interest on accounts receivable. Receivables are written off as uncollectible at the time management determines that collection is unlikely. At December 31, 2007 and 2006, the Company considered all remaining receivables to be fully collectible. Accordingly, there was no allowance for doubtful accounts. Bad debt expense was $0 and $0 for the years ended December 31, 2007 and 2006, respectively.

JOLLEY MARKETING, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, during the year ended December 31, 2007, the Company incurred a net loss of $9,544, had negative cash flows from operating activities, and had revenues decrease by 65%. Further, the Company discontinued its operations in June 2008. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 3 - DISCONTINUED OPERATIONS

In June 2008, the Board of Directors of the Company approved discontinuing the lighting business operation. The decision was based upon consideration of 1) increasing competition in the industry, 2) dwindling sales, and 3) elevated costs associated with generating sales. The discontinuation was effected on June 30, 2008 by abandoning the operations under the direction of the Board of Directors. During the years ended December 31, 2007 and 2006, the revenues from the discontinued operations were $3,263 and $9,232, respectively, and the pretax income was $1,339 and $1,252, respectively.

NOTE 4 - RELATED PARTY TRANSACTIONS

Loans Receivable - During the years ended December 31, 2007 and 2006, respectively, the Company loaned $2,422 and $23,745 to a former officer/stockholder of the Company and the former officer/stockholder repaid $22,047 and $0 of the loans. The loans bear interest at 8% per annum and are due on demand. At December 31, 2007 and 2006, respectively, the former officer/stockholder owed $8,668 and $29,337 to the Company. During the years ended December 31, 2007 and 2006, respectively, the Company recorded interest income of $2,331 and $1,954.

Management Compensation - During the years ended December 31, 2007 and 2006, the Company paid no compensation to its officers and directors.

Office Space - The Company has not had a need to rent office space. Officers/stockholders of the Company have allowed the Company to use their offices as a mailing address, as needed, at no cost to the Company.

Shareholder Advance – In August 2007, an officer and shareholder of the Company advanced $100 to the Company. The advance was repaid in August 2007.

Common Stock Issuances - In August 2007, the Company issued 15,000,000 shares of its previously authorized but un-issued common stock for $15,000 cash, or $0.001 per share, to an officer of the Company. This issuance resulted in a change in control of the Company.

In February 2006, the Company issued 50,000 shares of its previously authorized but un-issued common stock for $1,000 cash, or $0.02 per share, to a shareholder of the Company.

JOLLEY MARKETING, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 5 - CAPITAL STOCK

Stock Split - In August 2007, the Company effected a 10-for-1 reverse stock split. The financial statements for all periods presented have been restated to reflect the reverse stock split .

Preferred Stock - The Company has authorized 10,000,000 shares of preferred stock, $0.001 par value, with such rights, preferences and designations and to be issued in such series as determined by the Board of Directors. No shares are issued and outstanding at December 31, 2007 and 2006.

NOTE 6 - INCOME TAXES

At December 31, 2007 and December 31, 2006, respectively, the total of all deferred tax assets was $757 and $0 and the total of the deferred tax liabilities was $2 and $203. The Company has available at December 31, 2007, a net operating loss carryforward of approximately $3,900, which may be applied against future taxable income and which expires in 2027. If certain substantial changes in the Company’s ownership should occur, there will be an annual limitation on the amount of net operating loss carryforward which can be utilized. The amount of and ultimate realization of the benefits from the deferred tax assets for income tax purposes is dependent, in part, upon the tax laws in effect, the Company's future earnings, and other future events, the effects of which cannot be determined. Because of the uncertainty surrounding the realization of the deferred tax assets, the Company has established a valuation allowance equal to the net deferred tax assets and, therefore, no deferred tax asset has been recognized. The net deferred tax assets are $755 and $0 as of December 31, 2007 and 2006, respectively, with an offsetting valuation allowance of the same amount. The change in the valuation allowance for the year ended December 31, 2007 is $755.

The components of income tax benefit (expense) from continuing operations for the year ended December 31,


	2007		2006
Current income tax benefit (expense):
Federal	$	339	$	30
State		119		11
Current tax benefit (expense)	$	458	$	41

Deferred tax benefit (expense) arising from:
Related party accrued interest income	$	201	$	(203)
Net operating loss carryforward		757		-
Change in valuation allowance		(755)		-
Net deferred tax benefit (expense)	$	203	$	(203)

A reconciliation of income taxes from operations at the statutory rates to income taxes at the company's effective rates is as follows for the year ended December 31:


	2007	2006

Federal	15.00%	15.00%
State, net of federal benefit	4.25	4.25
Non-deductible expenses	(6.70)	11.73
Valuation allowance	(6.69)	-

Effective income tax rate	5.86%	30.98%

JOLLEY MARKETING, INC.

NOTES TO FINANCIAL STATEMENTS

NOTE 6 - INCOME TAXES ( Continued )

The temporary differences and carryforwards gave rise to the following deferred tax assets (liabilities) as of December 31:


	2007		2006
Net current deferred tax assets (liabilities)	$	-	$	-
Net operating loss carryforward	$	757	$	-
Related party accrued interest income		(2)		(203)
Valuation allowance		(755)		-
Net non-current deferred tax assets (liabilities)	$	-	$	203

NOTE 7 - CONCENTRATIONS

The Company’s loans receivable are owed by a single related party.

The Company’s discontinued operations were dependent upon the economy of the Utah County area. Sales from discontinued operations included sales to six major customers, each of which accounted for 10% or more of the total sales of the Company for at least one year presented, as follows:


	Percent of	Percent of
Customer	2007 Sales	2006 Sales
A	27%	13%
B	16	-
C	11	-
D	-	37
E	3	14
F	-	10

Totals	57%	74%

NOTE 8 - SUBSEQUENT EVENTS

In June 2008, the Board of Directors of the Company approved discontinuing the lighting business and operations.

In August 2008, the Company issued 1,200,000 shares of its previously authorized but un-issued common stock for $30,000 cash, or $0.025 per share, through a private placement.

JOLLEY MARKETING, INC.

UNAUDITED CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2008

JOLLEY MARKETING, INC.

CONTENTS


		PAGE

--	Unaudited Condensed Balance Sheets at September 30, 2008
	and December 31, 2007	31

--	Unaudited Condensed Statements of Operations, for the three and nine
	months ended September 30, 2008 and 2007	32

--	Unaudited Condensed Statements of Cash Flows,
	for the nine months ended September 30, 2008 and 2007	33

--	Notes to Unaudited Condensed Financial Statements	34

JOLLEY MARKETING, INC.

UNAUDITED CONDENSED BALANCE SHEETS


ASSETS

		September 30,		December 31,
		2008		2007
CURRENT ASSETS:
Cash	$	10,441	$	21,768
Prepaid expense		2,257		5,193
Loan receivable – related party		-		8,668
Total Current Assets		12,698		35,629

Total Assets	$	12,698	$	35,629


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable	$	-	$	9,281
Total Current Liabilities		-		9,281

STOCKHOLDERS' EQUITY:
Preferred stock, $0.001 par value,
10,000,000 shares authorized,
no shares issued and outstanding		-		-
Common stock, $0.001 par value,
200,000,000 shares authorized,
18,113,750 and 16,913,750 shares
issued and outstanding, respectively		18,114		16,914
Capital in excess of par value		154,181		128,336
Retained Earnings (Deficit)		(159,597)		(118,902)

Total Stockholders' Equity		12,698		26,348

Total Stockholder’s Equity and Liabilities	$	12,698	$	35,629

Note: The balance sheet at December 31, 2007 was taken from the audited financial statements at that date and condensed.

The accompanying notes are an integral part of these financial statements.

JOLLEY MARKETING, INC.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS


		For the Three				For the Nine
		Months Ended				Months Ended
		September 30,				September 30,
		2008		2007		2008		2007

REVENUE	$	-	$	-	$	-	$	-

OPERATING EXPENSES:
Professional fees		24,368		3,650		40,463		3,650
Other general and administrative		576		604		1,086		1,511
Total Operating Expenses		24,944		4,254		41,549		5,161

LOSS BEFORE OTHER INCOME		(24,944)		(4,254)		(41,549)		(5,161)

OTHER INCOME:
Gain on settlement of debt		1,749		-		1,749		-
Interest income – related party		124		606		469		1,759
Total Other Income		1,873		606		2,218		1,759

INCOME (LOSS) FROM CONTINUING
OPERATIONS BEFORE INCOME TAXES		(23,071)		(3,648)		(39,331)		(3,402)

CURRENT INCOME TAX BENEFIT (EXPENSE)		-		648		-		539

DEFERRED INCOME TAX BENEFIT (EXPENSE)		-		203		-		203

INCOME (LOSS) FROM CONTINUING OPERATIONS		(23,071)		(2,797)		(39,331)		(2,660)

DISCONTINUED OPERATIONS:
Income (loss) from operations of discontinued lighting supplies business		-		551		(1,364)		1,762
Income tax benefit (expense)		-		(106)		-		(339)
INCOME (LOSS) FROM DISCONTINUED
OPERATIONS		-		445		(1,364)		1,423

NET INCOME (LOSS)	$	(23,071)	$	(2,352)	$	(40,695)	$	(1,237)

BASIC AND DILUTED INCOME (LOSS) PER
COMMON SHARE:
Continuing operations	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)
Discontinued operations		-		0.00		(0.00)		0.00
Net income (loss) per common share	$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)

WEIGHTED AVERAGE NUMBER OF
SHARES OUTSTANDING		17,690,489		6,968,098		17,174,553		3,617,047

The accompanying notes are an integral part of these financial statements.

JOLLEY MARKETING, INC.

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS


		For the nine		For the nine
		months ended		months ended
		September 30,		September 30,
		2008		2007

Cash Flows From Operating Activities:
Net Income (loss)	$	(40,695)	$	(1,237)
Adjustments to reconcile net income (loss) to net
cash provided (used) by operating activities:
Gain on settlement of debt		(1,749)		-
Changes in assets and liabilities:
(Increase) in prepaid expense		2,936		(10,000)
(Increase) decrease in related party accrued interest receivable		9		(1,759)
Increase (decrease) in accounts payable		(7,532)		392
Increase (decrease) in deferred tax liabilities		-		(203)

Net Cash Provided (Used) by
Operating Activities		(47,031)		(12,807)

Cash Flows From Investing Activities:
Loans to related party		-		(2,081)
Repayment of loans to related party		8,659		-

Net Cash Provided (Used) by
Investing Activities		8,659		(2,081)

Cash Flows From Financing Activities:
Capital contributions		63		-
Stock offering costs		(3,018)		-
Proceeds from common stock issuances		30,000		15,000

Net cash provided by financing activities		27,045		15,000

Net Increase (Decrease) in Cash		(11,327)		112

Cash at Beginning of Period		21,768		-

Cash at End of Period	$	10,441	$	112


Supplemental Disclosures of Cash Flow Information:
Cash paid during the period for:
Interest	$	-	$	-
Income taxes	$	-	$	-

Supplemental Schedule of Non-cash Investing and Financing Activities:

For the nine months ended September 30, 2008:

None

For the nine months ended September 30, 2007:

None

The accompanying notes are an integral part of these financial statements.

JOLLEY MARKETING, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Condensed Financial Statements - The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at September 30, 2008 and 2007 and for the periods then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2007 audited financial statements. The results of operations for the periods ended September 30, 2008 and 2007 are not necessarily indicative of the operating results for the full year.

NOTE 2 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, during the nine months ended September 30, 2008, the Company incurred a net loss of $40,695, had negative cash flows from operating activities, and discontinued its operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. In this regard, management is proposing to raise any necessary additional funds not provided by operations through loans or through additional sales of common stock. There is no assurance that the Company will be successful in raising this additional capital or in achieving profitable operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 3 - DISCONTINUED OPERATIONS

In June 2008, the Board of Directors of the Company approved discontinuing the lighting business operation. The decision was based upon consideration of 1) increasing competition in the industry, 2) dwindling sales, and 3) elevated costs associated with generating sales. The discontinuation was effected on June 30, 2008 by abandoning the operations under the direction of the Board of Directors. During the nine months ended September 30, 2008 and 2007, the revenues from the discontinued operations were $2,361 and $2,707, respectively, and the pretax income (loss) was $(1,364) and $1,762, respectively.

NOTE 4 - RELATED PARTY TRANSACTIONS

Loans Receivable - During the nine months ended September 30, 2008 and 2007, respectively, the Company loaned $0 and $2,081 to a former officer/stockholder of the Company and the former officer/stockholder repaid $8,659 and $0 of the loans. At September 30, 2008, the former officer/stockholder owed no amount to the Company. During the nine months ended September 30, 2008 and 2007, respectively, the Company recorded interest income of $469 and $1,759.

Capital Contribution - In September 2008, a former officer/stockholder of the Company contributed $63 to the Company.

Common Stock Issuances - In August 2008, the Company issued 100,000 shares of its previously authorized but un-issued common stock for $2,500 cash, or $0.025 per share, to an officer/stockholder of the Company as part of a private placement [ See Note 5 ].

JOLLEY MARKETING, INC.

NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

NOTE 5 - CAPITAL STOCK

In August 2008, the Company issued 1,200,000 shares of its previously authorized but un-issued common stock for $30,000 cash, or $0.025 per share, in a private placement. The Company issued 100,000 of these shares to an officer/stockholder of the Company [ See Note 4 ]. Offering costs for the private placement totaled $3,018 and were offset against the proceeds.

NOTE 6 - INCOME TAXES

The Company has available at September 30, 2008, net operating loss carryforwards of approximately $44,300 which may be applied against future taxable income and which expire in 2027 and 2028. The net deferred tax assets are approximately $8,530 and $760 as of September 30, 2008 and December 31, 2007, respectively, with an offsetting valuation allowance of the same amount. The change in the valuation allowance for the nine-month period ended September 30, 2008 is approximately $7,770.

NOTE 7 - CONCENTRATIONS


	Percent of	Percent of
Customer	2008 Sales	2007 Sales
A	40%	-%
B	21	-
C	-	25
D	-	14
E	6	13
F	-	10

Totals	67%	62%

ITEM 14. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE

None.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

Financial Statements Included in Item 13

Financial Statements – December 31, 2007 and 2006


--	Report of Independent Registered Public Accounting Firm

--	Balance Sheets, December 31, 2007 and 2006

--	Statements of Operations, for the years ended
	December 31, 2007 and 2006

--	Statements of Stockholders’ Equity, for the years
	ended December 31, 2007 and 2006

--	Statements of Cash Flows, for the years ended
	December 31, 2007 and 2006

--	Notes to Financial Statements

Unaudited Condensed Financial Statements – September 30, 2008 and 2007


--	Unaudited Condensed Balance Sheets at September 30, 2008
	and December 31, 2007

--	Unaudited Condensed Statements of Operations, for the three and nine
	months ended September 30, 2008 and 2007

--	Unaudited Condensed Statements of Cash Flows,
	for the nine months ended September 30, 2008 and 2007

--	Notes to Unaudited Condensed Financial Statements

Exhibits

The following exhibits are filed with this registration statement:


Exhibit No.	Description
3.1	Articles of Incorporation
3.2	Bylaws
4.1	Form of Common Stock Certificate
4.2	Form of Registration Rights Agreement for Stockholders from Private Offering Completed August 6, 2008, with schedule of investors
4.3	Form of Registration Rights Agreement for Other Stockholders, with schedule of investors
10.1	Registration Rights Agreement dated August 1, 2008, with Steven L. White (included in Exhibit 4.2)

SIGNATURES

Pursuant to the requirements of Section 12of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Jolley Marketing, Inc.

Date: November 14, 2008

By: /s/ Steven L. White

Steven L. White, President

Ex. 3.1

ARTICLES OF INCORPORATION

(As Amended on 9/05/2007 & 7/16/2008)

Jolley Marketing, Inc.

ARTICLE I

The name of the corporation (which is hereinafter referred to as the "Corporation") is Jolley Marketing, Inc.

ARTICLE II

The address of the registered office of the Corporation in the State of Nevada is 3230 East Flamingo Road, Suite #156, Las Vegas, Nevada 89121. The name of the registered agent of the Corporation is Gateway Enterprises, Inc.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the provisions of Chapter 78 of the Nevada Revised Statutes.

ARTICLE IV

(As Amended 9/05/2007 & 7/16/2008)

Common Stock .

The aggregate number of shares of Common Stock which the Corporation shall have authority to issue is 200,000,000 shares at a par value of $.001 per share. All stock, when issued shall be fully paid and non-assessable, shall be of the same class and have the same rights and preferences.

Each share of Common Stock shall be entitled to one vote at a stockholder's meetings, either in person or by proxy. Cumulative voting in elections of Directors and all other matters brought before stockholders meeting, whether they be annual or special, shall not be permitted.

The holders of the capital stock of the Corporation shall not be personally liable for the payment of the Corporation's debts and the private property of the holders of the capital stock of the Corporation shall not be subject to the payment of debts of the Corporation to any extent whatsoever.

Stockholders of the Corporation shall not have any preemptive rights to subscribe for additional issues of stock of the Corporation except as may be agreed upon from time to time by the Corporation and any such stockholder.

Preferred Stock.

The aggregate number of share of Preferred Stock which the Corporation shall have authority to issue is 10,000,000 shares, par value $.001, which may be issued in series, with such designations, preferences, stated values, rights, qualifications or limitations as determined solely by the Board of Directors of the Corporation.

ARTICLE V

The amount of the authorized stock of the Corporation of any class or classes may be increased or decreased by the affirmative vote of the holders of a majority of the voting power of all shares of the Corporation entitled to vote generally in the election of directors, voting together as a single class.

ARTICLE VI

SECTION 1. Number, Election and Terms of Directors.

The members of the governing board of the Corporation shall be styled Directors of the Corporation. The number of the Directors of the Corporation shall be fixed from time to time by or pursuant to the By-Laws of the Corporation, and shall initially be one.

SECTION 2. Newly Created Directorships and Vacancies.

Newly created directorships resulting from any increase in the number of Directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal or other cause shall be filled only by the affirmative vote of a majority of the remaining Directors then in office, even though less than a quorum of the Board of Directors. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Director.

SECTION 3. Removal of Directors.

Any Director may be removed from office, with or without cause, only by the affirmative vote of the holders of 51% of the voting power of all shares of the Corporation entitled to vote generally in the election of Directors, voting together as a single class.

ARTICLE VII

Any action required or permitted to be taken by the stockholders of the Corporation may be effected by any consent in writing by such holders, signed by holders of not less than that number of shares of Common Stock required to approve such action.

ARTICLE VIII

Subject to any express provision of the laws of the State of Nevada or these Articles of Incorporation, the Board of Directors shall have the power to make, alter, amend and repeal the By-Laws of the Corporation (except so far as By-Laws of the Corporation adopted by the stockholders shall otherwise provide). Any By-Laws made by the Directors under the powers conferred hereby may be altered, amended or repealed by the Directors or by the stockholders.

ARTICLE IX

Election of Directors need not be by ballot unless the By-laws of the Corporation shall so provide.

ARTICLE X

SECTION 1. Elimination of Certain Liability of Directors.

A Director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the Director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for the payment of distributions to stockholders in violation of Section 78.300 of the Nevada Revised Statutes, or (iv) for any transaction from which the Director derived an improper personal benefit.

SECTION 2. Indemnification and Insurance.

(a) Action, etc. Other than by or in the Right of the Corporation. The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any Agent (as hereinafter defined) against costs, charges and Expenses (as hereinafter defined), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Agent in connection with such action, suit or proceeding, and any appeal therefrom, if the Agent acted in good faith and in a manner the Agent reasonably believed to be in or not opposed to the best interests of the Corporation, and with respect to any criminal action or proceeding, had no reasonable cause to believe such conduct was unlawful. The termination of any action, suit or proceeding--whether by judgment, order, settlement conviction, or upon a plea of nolo contendere or its equivalent--shall not, of itself, create a presumption that the Agent did not act in good faith and in a manner which the Agent reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that the Agent had reasonable cause to believe that the Agent's conduct was unlawful.

(b) Action, etc., by or in the Right of the Corporation. The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed judicial action or suit brought by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such person is or was an Agent, against costs, charges and Expenses actually and reasonably incurred by the Agent in connection with the defense or settlement of such action or suit and any appeal therefrom if the Agent acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for gross negligence or wilful misconduct in the performance of the Agent's duty to the Corporation unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such costs, charges and Expenses which such court shall deem proper.

(c) Determination of Right of Indemnification. Any indemnification under Paragraphs (a) and (b) of this Section (unless ordered by a court) shall be paid by the Corporation unless a determination is reasonably and promptly made (i) by the Board of Directors by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion, or (iii) by the stockholders, that such person acted in bad faith and in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal proceeding, that such person believed or had reasonable cause to believe that his conduct was unlawful.

(d) Indemnification against Expenses of Successful Party. Notwithstanding the other provisions of this Section, to the extent that an Agent has been successful on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, the settlement of an action without admission of liability, or the defense of any claim, issue or matter therein, or on appeal from any such proceeding, action, claim or matter, such Agent shall be indemnified against all costs, charges and Expenses incurred in connection therewith.

(e) Advances of Expenses. Except as limited by Paragraph (f) of this Section, costs, charges, and Expenses incurred by an Agent in any action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter if the Agent shall undertake to repay such amount in the event that it is ultimately determined as provided herein that such person is not entitled to indemnification. Notwithstanding the foregoing, no advance shall be made by the Corporation if a determination is reasonably and promptly made by the Board of Directors by a majority vote of a quorum of disinterested Directors, or (if such a quorum is not obtainable or, even if obtainable, a quorum of disinterested Directors so directs) by independent legal counsel in a written opinion, that, based upon the facts known to the Board of Directors or counsel at the time such determination is made, the Agent acted in bad faith and in a manner that such person did not believe to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal proceeding, that such person believed or had reasonable cause to believe his conduct was unlawful. In no event shall any advance be made in instances where the Board of Directors or independent legal counsel reasonably determines that the Agent deliberately breached such persons' duty to the Corporation or its stockholders.

(f) Right of Agent to Indemnification upon Application: Procedure upon Application. Any indemnification under Paragraphs (a), (b) and (d) or advance under Paragraph (e) of this Section, shall be made promptly, and in any event within 60 days, upon the written request of the Agent, unless with respect to applications under Paragraphs (a), (b) or (e), a determination is reasonably and promptly made by the Board of Directors by a majority vote of a quorum of disinterested Directors that such Agent acted in a manner set forth in such Paragraphs as to justify the Corporation's not indemnifying or making an advance to the Agent. In the event no quorum of disinterested Directors is obtainable, the Board of Directors shall promptly direct that independent legal counsel shall decide whether the Agent acted in the manner set forth in such Paragraphs as to justify the Corporation's not indemnifying or making an advance to the Agent. The right to indemnification or advances as granted by this Section shall be enforceable by the Agent in any court of competent jurisdiction if the Board of Directors or independent legal counsel denies the claim in whole or in part or if no disposition of such claim is made within 60 days. The Agent's costs, charges and Expenses incurred in connection with successfully establishing such persons1 right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.

(g) Other Rights and Remedies. The indemnification provided by this Section shall not be deemed exclusive of, and shall not affect, any other rights to which an Agent seeking indemnification may be entitled under any law, By-law, or charter provision, agreement, vote of stockholders or disinterested Directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be an Agent and shall inure to the benefit of the heirs, executors and administrators of such a person. All rights to indemnification under this Section shall be deemed to be contract between the Corporation and the Agent who serves in such capacity at any time while these Articles and other relevant provisions of the general corporation law and other applicable law, if any, are in effect. Any repeal or modification thereof shall not affect any rights or obligations then existing.

(h) Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was an Agent against any liability asserted against such person and incurred by him or her in any such capacity, or arising out of such persons’ status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Section. The Corporation may create a trust fund, grant a security interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such sums as may become necessary to effect indemnification as provided herein.

(i) Other Enterprises. Fines and Serving at Corporation's Request. For purposes of this Section, references to "other enterprise” in Paragraph (a) shall include employee benefit plans; references to "fines1' shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to "serving at the request of the Corporation1I shall include any service by Agent as Director, officer, employee, agent or fiduciary of the Corporation which imposes duties on, or involves services by, such Agent with respect to any employee benefit plan, its participants, or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner "not opposed to the best interests of the Corporation1I as referred to in this Section.

(j) Savings Clause. If this Section or any portion thereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Agent as to costs, charges and Expenses, judgments, fines and amounts paid in settlement with respect to any action, suit, proceeding or investigation, and any appeal therefrom, whether civil, criminal or administrative, and whether internal or external, including a grand jury proceeding and an action or suit brought by or in the right of the Corporation, to the full extent permitted by any applicable portion of this Section that shall not have been invalidated, and to the fullest extent permitted by applicable law.

(k) Common Directors - Transactions between Corporations. No contract or other transaction between this corporation and any one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors or officers are financially interested, shall be either void or voidable because of such relationship or interest, or because such director or directors are present at the meeting of the Board of Directors, or a committee thereof, which authorizes, approves, or ratifies such contract or transaction, or because his or their votes are counted for such purpose if:

(1) the fact of such relationship or interest is disclosed or known to the Board of Directors or committee which authorizes, approves, or ratifies the contract or transaction by vote or consent sufficient for the purpose without counting the votes or consents of such interested director; or

(2) the fact of such relationship or interest is disclosed or known to the stockholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent, or

(3) the contract or transaction is fair and reasonable to the corporation. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or committee there of which authorizes, approves or ratifies such contract or transaction.

(l) Definitions. For the purposes of this Article:

(a) "Agent" means any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding or investigation, whether civil, criminal or administrative, and whether external or internal to the Corporation (other than a judicial action or suit brought by or in the right of the Corporation) by reason of the fact that he or she is or was or has agreed to be a Director, officer, employee, agent or fiduciary of the Corporation, or that, being or having been such a Director, officer, employee, agent or fiduciary, he or she is or was serving at the request of the Corporation as a Director, officer, employee, agent or fiduciary of another corporation, partnership, joint venture, trust or other enterprise.

( b ) “Expenses” shall include all reasonable attorneys fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, or being or preparing to be a witness in a proceeding.

ARTICLE XI

The Corporation reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in these Articles of Incorporation, and other provisions authorized by the laws of the State of Nevada at the time in force may be added or inserted, in the manner now or hereafter prescribed by law; and all rights, preferences and privileges of whatsoever nature conferred upon stockholders, Directors or any other persons whomsoever by and pursuant to these Articles of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article.

ARTICLE XII

The name and address of each incorporator of the Corporation is:

Name

Address

Ron Jolley

368 South 600 West, Orem, UT 84058

ARTICLE XIII

The name and address of each member of the Board of Directors of the Corporation is:

Name

Address

Ron Jolley

368 South 600 West, Orem, UT 84058

ARTICLE XIV

The Corporation shall exist in perpetuity, from and after the date of filing of its original Articles of Incorporation with the Secretary of State of the State of Nevada unless dissolved according to law.

IN WITNESS WHEREOF, this certificate has been executed by Ron Jolley, the Incorporator of Jolley Marketing, Inc. on this 2 ^nd day of December 1998.

Ex. 3.2

Adopted as of September 30, 2008

BYLAWS

JOLLEY MARKETING, INC.

ARTICLE I

Corporate Offices

Section 1. Principal and Registered Offices. The principal executive office of the Corporation shall be located at such place, either within or without the State of Nevada, as the Board of Directors may specify from time to time. The Corporation shall have and continuously maintain a registered office and registered agent in the State of Nevada in accordance with the provisions of Section 78.090, or any successor statute, of the Nevada Revised Statutes (the “NRS”).

Section 2. Other Offices. The Corporation may have offices at such other places, either within or without the State of Nevada, as the Board of Directors may from time to time determine.

ARTICLE II

Meetings of Shareholders

Section 1. Place of Meeting. Meetings of shareholders shall be held at the principal executive office of the Corporation or at such other place or places, either within or without the State of Nevada, as the Board of Directors shall designate. In the absence of any such designation, meetings of shareholders shall be held at the principal executive office of the Corporation.

Section 2. Annual Meeting. The annual meeting of shareholders shall be held each year on a date and at a time designated by the Board of Directors. At the annual meeting, directors shall be elected and any other proper business may be transacted.

Section 3. Special Meeting. A special meeting of the shareholders for any purpose or purposes may be called at any time by the Chairman of the Board or the Chief Executive Officer, and shall be called by the Secretary at the written request of, or by resolution adopted by: (a) a majority of the Board of Directors; or (b) the holders of 10% of the outstanding shares of capital stock of the Corporation entitled to vote at such meeting, in which case, such request shall state the purpose of the proposed meeting.

Section 4. Notice of Meetings . Except as otherwise provided by applicable provisions of the general corporation laws of the State of Nevada, written, facsimile, electronic, or posted notice, stating the place, date and hour of the meeting and, in the case of a special meeting, the purpose or purposes of the meeting, shall be given not less than ten (10) days nor more than sixty (60) days before the date of the meeting to each shareholder of record entitled to vote at the meeting, except that no notice of a meeting need be given to any shareholder for which notice is not required to be given under applicable provisions of the general corporation laws of the State of Nevada. Such notice shall be given either personally, by first-class mail, by telegraphic or other written communication, by facsimile machine when directed to a number at which the stockholder has consented to receive notice, by a posting on an electronic network together with separate notice to the stockholder of the specific posting, or by a form of electronic transmission then consented to by the shareholder to whom the notice is given. If notice is mailed at least 30 days before the date of the meeting, the notice may be mailed by a class of United States mail other than first class. Notices not personally delivered shall be sent charges prepaid and shall be addressed to the shareholder at the address of such shareholder appearing on the books of the Corporation or given by the shareholder to the Corporation for the purpose of notice. Notice shall be deemed to have been given at the time when delivered personally, deposited in the mail, sent by telegram, facsimile or other means of written communication, upon the later of the posting of the notice and the giving of the separate notice in the case of notice by posting, or electronically transmitted to the shareholder in a manner authorized by the shareholder.

Section 5. Proxies. Each shareholder entitled to vote at a meeting of shareholders may authorize another person or persons to act for him or her by proxy, but no such proxy shall be voted or acted upon after six (6) months from its date, unless the proxy provides for a longer period, but not to exceed seven (7) years. The revocability of a proxy that states on its face that it is irrevocable shall be governed by the provisions of NRS Section 78.355.

Section 6. Quorum. Except as otherwise provided by the general corporation laws of the State of Nevada, the holders of at least one-third (⅓) of the issued and outstanding shares of capital stock of the Corporation entitled to vote at a meeting of shareholders, present in person or represented by proxy, shall constitute a quorum for the transaction of business at such meeting. In the absence of a quorum, the chairman of the meeting shall have the power to adjourn the meeting in accordance with Article II, Section 7, of these bylaws. If a quorum is initially present, the shareholders may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum, if any action taken is approved by a majority of the shareholders initially constituting a quorum for that meeting.

Section 7. Conduct of Business. The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him in order, except as otherwise provide by the general corporation laws of the State of Nevada.

Section 8. Adjourned Meeting. When a meeting is adjourned to another time and place, unless these bylaws otherwise require, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business that may have been transacted at the original meeting. If a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each shareholder of record as of such new record date entitled to vote at the meeting.

Section 9. Voting of Shares. Each outstanding share of voting capital stock of the Corporation shall be entitled to one vote on each matter submitted to a vote at a meeting of the shareholders, except as otherwise provided in the Articles of Incorporation of the Corporation. Except as otherwise provided by the general corporation laws of the State of Nevada, the Articles of Incorporation of the Corporation or these bylaws, if a quorum is present: (a) directors shall be elected by a plurality of the votes of the shares of capital stock of the Corporation present in person or represented by proxy at the meeting and entitled to vote on the election of directors; and (b) action on any matter other than the election of directors shall be approved if the votes cast by the holders of shares represented at the meeting and entitled to vote on the subject matter favoring the action exceed the votes cast opposing the action.

Section 10. Shareholder Nominations and Proposals. Nominations for election as a director and proposals for shareholder action may be made only by shareholders of the Corporation of record at the time of the giving of notice provided for herein and shall be made in writing and shall be delivered or mailed to the Secretary of the Corporation: (a) in the case of an annual meeting of shareholders that is called for a date that is within thirty (30) days before or after the anniversary date of the immediately preceding annual meeting of shareholders, not less than one hundred twenty (120) days prior to such anniversary date; and (b) in the case of an annual meeting of shareholders that is called for a date that is not within thirty (30) days before or after the anniversary date of the immediately preceding annual meeting of shareholders, or in the case of a special meeting of shareholders, not later than the close of business on the tenth (10th) day following the day on which the notice of meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first. Such notification shall contain a written statement of the shareholder’s proposal and of the reasons therefor, his name and address and number of shares owned, and, in the case of the nomination of a director, nominations shall contain the following information to the extent known by the notifying shareholder: (i) the name, age and address of each proposed nominee; (ii) the principal occupation of each proposed nominee; (iii) the nominee’s qualifications to serve as a director; (iv) such other information relating to such nominee as required to be disclosed in solicitation of proxies for the election of directors pursuant to the rules and regulations of the Securities and Exchange Commission; (v) the name and residence address of the notifying shareholder; and (vi) the number of shares owned by the notifying shareholder, and shall be accompanied by the nominee’s written consent to being named a nominee and serving as a director if elected. A shareholder making any proposal shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended. Nominations or proposals not made in accordance herewith may be disregarded by the chairman of the meeting in his discretion, and upon his instructions all votes cast for each such nominee or for such proposal may be disregarded.

Section 11. Record Date for Shareholder Notice. The Board of Directors may fix a date as the record date for the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders. Such record date shall not precede the date on which the Board of Directors adopted the resolution fixing the record date and shall not be more than sixty (60) days or less than ten (10) days prior to the date of such meeting. If the Board of Directors does not fix a record date, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. The determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board of Directors fixes a new record date for the adjourned meeting.

Section 12. List of Shareholders. It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of the stock records, either directly or through a transfer agent appointed by the Board of Directors, to prepare and make, at least ten (10) days before every meeting of shareholders, a complete list of shareholders entitled to vote at such meeting arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. Such list shall be open to the examination of any shareholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten (10) days prior to the meeting, either at the Corporation’s principal executive office or at a place specified in the notice of the meeting. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder who is present.

Section 13. Inspectors of Elections.

(a)

Appointment of Inspectors of Election . In advance of any meeting of shareholders, the Board of Directors may appoint one or more persons, other than nominees for office, as inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election are not so appointed, the chairman of any such meeting may, and on the request of any shareholder or his proxy shall, appoint inspectors of election at the meeting. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the Board of Directors in advance of the meeting, or at the meeting by the chairman of the meeting.

(b)

Duties of Inspectors . The inspectors of election shall determine the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies and ballots, receive votes, ballots or consents, count and tabulate all votes and ballots, determine the results, retain for a reasonable period a record of the disposition of any challenges made to any determination by the inspectors, certify their determination of the number of shares represented at the meeting and their count of all votes and ballots, and do such acts as may be proper to conduct the election or vote with fairness to all shareholders. The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical.

(c)

Vote of Inspectors . If there are more than one inspectors of election, the decision, act or certificate of a majority is effective in all respects as the decision, act or certificate of all.

(d)

Report of Inspectors . On request of the chairman of the meeting or of any shareholder or his proxy, the inspectors shall make a report in writing of any challenge or question or matter determined by them and shall execute a certificate of any fact found by them. Any report or certificate made by them is prima facie evidence of the facts stated herein.

Section 14. Action Without Meeting. Any action that the shareholders could take at a meeting may be taken without a meeting if one or more written consents, setting forth the action taken, shall be signed and dated, before or after such action, by the holders of outstanding stock of each voting group entitled to vote thereon having not less than the minimum number of votes with respect to each voting group that would be necessary to authorize or take such action at a meeting at which all voting groups and shares entitled to vote thereon were present and voted. The consent shall be delivered to the Corporation for inclusion in the minutes or filing with the corporate records. The Corporation shall give notice of any action so taken within ten (10) days of the date of such action to those shareholders entitled to vote thereon who did not give their written consent and to those shareholders not entitled to vote thereon.

Section 15. Remote Communication. If authorized by the Board of Directors, and subject to such guidelines and procedures as the Board of Directors may adopt, shareholders and proxy holders not physically present at an annual or special meeting of shareholders may, by means of telephone conference or similar method of communication by which all persons participating in the meeting can hear each other:

(a)

Participate in such meeting of shareholders.

(b)

Be deemed present in person and vote at such meeting, whether the meeting is to be held at a designated place or solely by means of remote communication, provided that:

(i)

the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxy holder;

(ii)

the Corporation shall implement reasonable measures to provide such shareholders or proxy holders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the shareholders, including, without limitation, an opportunity to communicate and to read or hear the proceedings of the meeting substantially concurrently with such proceedings; and

(iii)

if any shareholder or proxy holder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

ARTICLE III

Board of Directors

Section 1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors except as otherwise provided by the general corporation laws of the State of Nevada, the Articles of Incorporation of the Corporation or these bylaws.

Section 2. Number, Term and Qualification. The number of directors of the Corporation shall be determined from time to time by resolution adopted by the Board of Directors; provided, that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Directors shall be elected annually at the annual meeting of shareholders of the Corporation. Each director shall hold office until the next annual meeting of shareholders at which his term expires and until his successor is elected and qualified, or until his earlier death, resignation or removal pursuant to these bylaws. Directors shall be natural persons 18 years of age or older, but need not be residents of the State of Nevada or shareholders of the Corporation.

Section 3. Resignation. Any director of the Corporation may resign at any time by giving written notice to the Chairman of the Board, the Chief Executive Officer or the Secretary of the Corporation. Such resignation shall be effective upon the giving of such notice or at such later time as shall be specified therein. The acceptance of such resignation shall not be necessary to make it effective.

Section 4. Vacancies. Any vacancies occurring on the Board of Directors for any reason (including death, resignation, disqualification, removal or other causes) and any newly created directorships resulting from an increase in the authorized number of directors may be filled only by vote of a majority of the remaining members of the Board of Directors, even if less than a quorum, at any meeting of the Board of Directors. Notwithstanding the immediately preceding sentence, the Board of Directors may by resolution determine that any such vacancies or newly created directorships shall be filled by the shareholders of the Corporation. A director elected to fill a vacancy or a position resulting from an increase in the number of directors shall hold office until the next annual meeting of shareholders and until his successor is elected and qualified, or until his earlier death, resignation or removal.

Section 5. Compensation. Directors and members of committees may receive such compensation, if any, for their services as such and may be reimbursed for expenses of attendance at meetings of the Board or a committee as may be fixed or determined by resolution of the Board of Directors. Any director may serve the Corporation in any other capacity and receive compensation therefor.

ARTICLE IV

Meetings of Directors

Section 1. Annual Meetings. The annual meeting of the Board of Directors for the purpose of electing officers and transacting such other business as may be brought before the meeting shall be held immediately following the annual meeting of the shareholders at the place where such meeting is held. Notice of annual meetings shall not be required.

Section 2. Regular Meetings. The Board of Directors may by resolution provide for the holding of regular meetings of the Board on specified dates and at specified times. If any date for which a regular meeting is scheduled shall be a legal holiday, the meeting shall be held on the next business day that is not a legal holiday. Regular meetings of the Board of Directors shall be held at the principal executive office of the Corporation or at such other place as may be determined by resolution of the Board of Directors. Notice of regular meetings shall not be required.

Section 3. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the Chairman of the Board, the Chief Executive Officer, or the Secretary. Such meetings may be held at the time and place designated in the notice of the meeting.

Section 4. Notice of Special Meetings. Notice of the time and place of special meetings shall be given to each director: (a) in a writing mailed not less than five days before such meeting addressed to the residence or usual place of business of a director; (b) by facsimile, telecopy or telegram sent not less than two days before such meeting to the residence or usual place of business of a director; or (c) in person or by telephone delivered not less than one day before such meeting, or (d) by electronic mail or other electronic means, during normal business hours, not less than one day before such meeting. Attendance by a director at a meeting for which notice is required shall constitute a waiver of notice, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called. Except as otherwise herein provided, neither the business to be transacted at, nor the purpose of, any special meeting of the Board of Directors need be specified in the notice of such meeting.

Section 5. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at a meeting of the Board of Directors. If a quorum is initially present, the Board of Directors may continue to transact business, notwithstanding the withdrawal of enough directors to leave less than a quorum, if any action taken is approved by a majority of the directors initially constituting a quorum for that meeting.

Section 6. Adjourned Meeting. A majority of the directors present, whether or not constituting a quorum, may adjourn any meeting of the Board of Directors to another time and place. Notice of the time and place of holding an adjourned meeting of the Board of Directors need not be given unless the meeting is adjourned for more than forty-eight (48) hours. If the meeting is adjourned for more than forty-eight (48) hours, then notice of the time and place of the adjourned meeting shall be given before the adjourned meeting takes place, in the manner specified in Article IV, Section 4 of these bylaws, to the directors who were not present at the time of the adjournment.

Section 7. Manner of Acting. Except as otherwise provided by the general corporation laws of the State of Nevada, these bylaws or the Articles of Incorporation of the Corporation, the act of the majority of the directors present at a duly held meeting at which a quorum is present shall be the act of the Board of Directors.

Section 8. Action Without Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if all members of the Board of Directors consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors, whether done before or after the action is taken; provided, however, that such written consent shall not be required to be signed by a common or interested director who abstains in writing from providing consent to the action. Such unanimous written consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any articles, certificates or documents filed with the Secretary of State of Nevada or any other State wherein the Corporation may do business.

Section 9. Presumption of Assent . A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless such director objects at the beginning of the meeting (or promptly upon his or her arrival) to the holding the meeting or the transacting of specified business at the meeting or such director votes against such action or abstains from voting in respect of such matter.

Section 10. Meeting by Use of Conference Telephone. Any one or more directors may participate in a meeting of the Board of Directors by means of a conference telephone or similar communications device which allows all persons participating in the meeting to hear each other, and such participation in a meeting shall be deemed presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE V

Committees

Section 1. Designation of Committees. The Board of Directors may, by resolution passed by a majority of the Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee, to the extent provided in these bylaws or in the resolution of the Board of Directors establishing the same, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation; provided, however, that no such committee shall have the power or authority to: (a) approve or recommend to shareholders actions or proposals required by the general corporation laws of the State of Nevada to be approved by shareholders; (b) fill vacancies on the Board of Directors or any committee thereof; (c) authorize or approve the reacquisition of shares unless pursuant to a general formula or method specified by the Board of Directors; (d) authorize or approve the issuance or sale or contract for the sale of shares, or determine the designation and relative rights, preferences and limitations of a voting group, except that the Board of Directors may authorize a committee to do so within specifically prescribed limits; or (e) adopt, amend or repeal these bylaws. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 2. Minutes. Each committee shall designate a secretary who shall keep minutes of the committee’s proceedings and shall report thereon to the Board of Directors when required.

Section 3. Meetings and Action of Committees. Meetings and actions of committees shall be governed by, and held in accordance with, the following provisions of Article IV of these bylaws: Section 2 (regular meetings), Section 3 (special meetings), Section 4 (notice of special meetings), Section 5 (quorum), Section 6 (adjourned meeting), Section 7 (manner of acting), Section 8 (action without meeting) and Section 10 (meeting by use of conference telephone), with such changes in the context of such bylaws as are necessary to substitute the committee and its members for the Board of Directors and its members; provided, however, that the time of regular meetings of committees may be determined either by resolution of the Board of Directors or by resolution of the committee, that special meetings of committees may also be called by resolution of the Board of Directors, and that notice of special meetings of committees shall also be given to all alternative members, who shall have the right to attend all meetings of the committee. The Board of Directors may adopt rules for the governance of any committee not inconsistent with the provisions of these bylaws.

ARTICLE VI

Officers

Section 1. Titles. The officers of the Corporation shall be elected by the Board of Directors and shall consist of a Chairman of the Board, a Chief Executive Officer, a President, a Chief Financial Officer, a Secretary, and a Treasurer. The Board of Directors may also elect a Controller and one or more Vice Presidents and Assistant Secretaries, Assistant Treasurers and such other officers as it shall deem necessary. Except as otherwise provided in these bylaws, the additional officers shall have the authority and perform the duties as from time to time may be prescribed by the Board of Directors. Any two or more offices may be held by the same individual, but no officer may act in more than one capacity where action of two or more officers is required.

Section 2. Election and Term. The officers of the Corporation shall be elected by the Board of Directors at the annual meeting of the Board held each year immediately following the annual meeting of the shareholders, and each officer shall hold office until the next annual meeting at which officers are to be elected and until his successor is elected and qualified, or until his earlier resignation or removal pursuant to these bylaws.

Section 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed, with or without cause, by the Board of Directors, but removal shall be without prejudice to any contract rights of the individual removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 4. Resignation. Any officer of the Corporation may resign at any time by giving written notice to the Corporation. Such resignation shall be effective upon the giving of such notice or at such later time as shall be specified therein. The acceptance of such resignation shall not be necessary to make it effective.

Section 5. Vacancies. Any vacancies among the officers for any reason (including death, resignation, disqualification, removal or other causes) may be filled by the Board of Directors in the manner prescribed in these bylaws for regular elections to that office.

Section 6. Compensation. The compensation of the officers shall be fixed by or under the direction of the Board of Directors. No officer shall be prevented from receiving such compensation by reason of the fact that such officer is also a director of the Corporation.

Section 7. Chairman of the Board. The Chairman of the Board shall have general executive powers, as well as the specific powers conferred by these bylaws. Except as otherwise provided in these bylaws, he shall preside at all meetings of the Board of Directors and Shareholders. The Chairman of the Board may but need not be an employee of the Corporation.

Section 8. Chief Executive Officer. The Chief Executive Officer shall have general charge of the business and affairs of the Corporation. The Chief Executive Officer may perform such acts, not inconsistent with the applicable law or the provisions of these bylaws, usually performed by the principal executive officer of a corporation and may sign and execute all authorized notes, bonds, contracts and other obligations in the name of the Corporation. The Chief Executive Officer shall have such other powers and perform such other duties as the Board of Directors shall designate or as may be provided by applicable law or elsewhere in these bylaws.

Section 9. President. The President shall have responsibility for the day-to-day operations of the business of the Corporation and shall report to the Chief Executive Officer. If no Chief Executive Officer is appointed or elected by the Board, the President shall also be the Chief Executive Officer. The President may perform such acts, not inconsistent with the applicable law or the provisions of these bylaws, usually performed by the chief operating officer of a corporation and may sign and execute all authorized notes, bonds, contracts and other obligations in the name of the Corporation. The President shall have such other powers and perform such other duties as the Board of Directors shall designate or as may be provided by applicable law or elsewhere in these bylaws, and in the event of the disability or death of the Chief Executive Officer, he shall perform the duties of the Chief Executive Officer unless and until a new Chief Executive Officer is elected by the directors.

Section 10. Chief Financial Officer. The Chief Financial Officer of the Corporation shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings and shares. The Chief Financial Officer shall be responsible to design internal control over financial reporting by the Corporation, or cause such internal control over financial reporting to be designed under his supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The books of account shall at all reasonable times be open to inspection by any director for a purpose reasonably related to his position as a director. The Chief Financial Officer shall render to the Chief Executive Officer and Board of Directors, whenever they may request it, an account of the transactions of the Corporation and of the financial condition of the Corporation. The Chief Financial Officer shall have such other powers and perform such other duties as the Board of Directors shall designate or as may be provided by applicable law or elsewhere in these bylaws.

Section 11. Vice Presidents. Each Vice President shall have such powers and perform such duties as shall be assigned to him by the Board of Directors.

Section 12. Secretary. The Secretary shall keep, or cause to be kept, accurate records of the acts and proceedings of all meetings of shareholders and of the Board of Directors and shall give all notices required by the general corporation laws of the State of Nevada and by these bylaws. The Secretary shall have general charge of the corporate books and records and of the corporate seal and shall affix the corporate seal to any lawfully executed instrument requiring it. The Secretary shall have general charge of the stock transfer books of the Corporation and shall keep, or cause to be kept, at the principal office of the Corporation a record of shareholders, showing the name and address of each shareholder and the number and class of the shares held by each shareholder. The Secretary shall sign such instruments as may require the signature of the Secretary, and in general may perform such acts, not inconsistent with the applicable law or the provisions of these bylaws, usually performed by the secretary of a corporation. The Secretary shall have such other powers and perform such other duties as the Board of Directors shall designate from time to time.

Section 13. Assistant Secretaries. Each Assistant Secretary shall have such powers and perform such duties as may be assigned by the Board of Directors, and the Assistant Secretaries shall exercise the powers of the Secretary during that officer’s absence or inability to act.

Section 14. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep and maintain, or cause to be kept and maintained, full and accurate accounts of receipts and disbursements. The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse funds of the Corporation as may be ordered by the Board of Directors, the Chief Executive Officer or the President, taking proper vouchers for such disbursements. The Treasurer shall also have such powers and perform such duties incident to the office as may be assigned from time to time by the Board of Directors.

Section 15. Assistant Treasurers. Each Assistant Treasurer shall have such powers and perform such duties as may be assigned by the Board of Directors, and the Assistant Treasurers shall exercise the powers of the Treasurer during that officer’s absence or inability to act.

Section 16. Controller and Assistant Controllers. The Controller shall have charge of the accounting affairs of the Corporation and shall have such other powers and perform such other duties as the Board of Directors shall designate. The Controller shall report to the Chief Financial Officer. Each Assistant Controller shall have such powers and perform such duties as may be assigned by the Board of Directors, and the Assistant Controllers shall exercise the powers of the Controller during that officer’s absence or inability to act.

Section 17. Voting Upon Stocks. Unless otherwise ordered by the Board of Directors, the Chairman of the Board and the Chief Executive Officer shall have full power and authority on behalf of the Corporation to attend, act and vote at meetings of the shareholders of any Corporation in which this Corporation may hold stock, and at such meetings shall possess and may exercise any and all rights and powers incident to the ownership of such stock and which, as the owner, the Corporation might have possessed and exercised. The Board of Directors may by resolution from time to time confer such power and authority upon any other person or persons.

ARTICLE VII

Capital Stock

Section 1. Certificated and Uncertificated Shares

(a)

The interest of each shareholder may but need not be evidenced by a certificate or certificates representing shares of the Corporation which shall be in such form as the Board of Directors may from time to time adopt and shall be numbered and entered into the books of the Corporation as they are issued. Each certificate representing shares shall set forth upon the face thereof the following:

(i)

the name of the Corporation;

(ii)

that the Corporation is organized under the laws of the State of Nevada;

(iii)

the name or names of the person or persons to whom the certificate is issued;

(iv)

the number and class of shares, and the designation of the series, if any, which the certificate represents;

(v)

if different classes of shares or different series within a class are authorized, then the resignations, relative rights, preferences, and limitations determined for each series (and the authority of the Board of Directors to determine variations for future series) must be summarized on the front or back of each certificate, or, alternatively, each certificate may state conspicuously on its front or back that the Corporation will furnish the shareholder a full statement of this information on request and without charge; and

(vi)

if any shares represented by the certificates are subject to any restrictions on the transfer or the registration of transfer of shares, then such restrictions shall be noted conspicuously on the front or back of such certificates.

(b)

Each certificate shall be signed, either manually or in facsimile, by the Chairman of the Board, the Chief Executive Officer, the President or a Vice President and the Secretary or an Assistant Secretary and may be sealed with the seal of the Corporation or a facsimile thereof. If a certificate is countersigned by a transfer agent or registered by a registrar, other than the Corporation itself or an employee of the Corporation, the signature of any such officer of the Corporation may be a facsimile. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation, or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be delivered as though the person or persons who signed such certificate or certificates or whose facsimile signatures shall have been used thereon had not ceased to be such officer or officers.

(c)

Unless the Corporation’s Articles of Incorporation provide otherwise, the Board of Directors may authorize the issue of some or all of the shares of the Corporation of any or all of its classes or series without certificates. Such authorization shall not affect shares already represented by certificates until they are surrendered to the Corporation.

(d)

Within a reasonable time after the issue or transfer of shares without certificates, the Corporation shall send the shareholder then owning such shares a written statement of the information required to be placed on certificates by Section 1(a) of Article VII of these bylaws and applicable law.

(e)

The Corporation shall not issue any certificates in bearer form.

Section 2. Transfer of Shares. Transfer of record of shares of stock of the Corporation shall be made on the stock transfer books of the Corporation only upon surrender of the certificate for the shares sought to be transferred by the record holder or by a duly authorized agent, transferee or legal representative. All certificates surrendered for transfer shall be cancelled before new certificates for the transferred shares shall be issued.

Section 3. Restrictions on Transfer of Shares. The Corporation shall have the power to enter into and perform any agreement with any shareholders of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such shareholders in any manner not prohibited by the general corporation laws of the State of Nevada.

Section 4. Transfer Agent and Registrar. The Board of Directors may appoint one or more transfer agents and one or more registrars of transfers and may require all stock certificates to be signed or countersigned by the transfer agent and registered by the registrar of transfers.

Section 5. Regulations. The Board of Directors shall have power and authority to make rules and regulations as it may deem expedient concerning the issue, transfer and registration of certificates for shares of capital stock of the Corporation.

Section 6. Assessment of Shares. The stock of the Corporation, after the amount of the subscription price has been paid, in money, property or services, as the Directors shall determine, shall not be subject to any assessment to pay the debts of the Corporation, nor for any other purpose, and no stock issued as fully paid shall ever be assessable or assessed, and these bylaws shall not be amended in this particular.

Section 7. Lost Certificates. The Board of Directors may authorize the issuance of a new certificate in place of a certificate claimed to have been lost or destroyed, upon receipt of an affidavit from the person explaining the loss or destruction. When authorizing issuance of a new certificate, the Board of Directors may require the claimant to give the Corporation a bond in a sum as it may direct to indemnify the Corporation against loss from any claim with respect to the certificate claimed to have been lost or destroyed; or the Board of Directors may, by resolution reciting that the circumstances justify such action, authorize the issuance of the new certificate without requiring a bond.

ARTICLE VIII

Indemnification

Section 1. Generally. The Corporation shall indemnify its officers, directors, and agents to the fullest extent permitted under Nevada law and the Articles of Incorporation of the Corporation.

Section 2. Expenses. To the extent that a director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by him in connection therewith. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding as authorized in the manner provided in Section 3 of this Article upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article.

Section 3. Determination by Board of Directors. Any indemnification under this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in the general corporation laws of the State of Nevada.

Section 4. Not Exclusive of Other Rights. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of shareholders or interested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 5. Insurance. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article.

The Corporation’s indemnity of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be reduced by any amounts such person may collect as indemnification (i) under any policy of insurance purchased and maintained on his behalf by the Corporation or (ii) from such other corporation, partnership, joint venture, trust or other enterprise.

Section 6. Violation of Law. Nothing contained in this Article, or elsewhere in these bylaws, shall operate to indemnify any director or officer if such indemnification is for any reason contrary to law, either as a matter of public policy, or under the provisions of the Federal Securities Act of 1933, the Securities Exchange Act of 1934, or any other applicable state or federal law.

Section 7. Coverage. For the purposes of this Article, references to “the Corporation” include all constituent corporations absorbed in a consolidation or merger as well as the resulting or surviving corporation so that any person who is or was a director, officer, employee or agent of such a constituent corporation or is or was serving at the request of such a constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise shall stand in the same position under the provisions of this Article with respect to the resulting or surviving corporation as he would if he had served the resulting or surviving corporation in the same capacity.

ARTICLE IX

General Provisions

Section 1. Dividends. The Board of Directors may from time to time declare, and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by the general corporation laws of the State of Nevada.

Section 2. Record Date for Purposes Other Than Shareholder Notice. The Board of Directors may fix a date as the record date for the purpose of determining shareholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the shareholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action. Such record date shall not precede the date upon which the resolution fixing the record date is adopted and shall not be more than sixty (60) days prior to such action. If no record date is fixed by the Board of Directors, the record date for determining shareholders for any such purpose shall be at the close of business on the date on which the Board of Directors adopts the resolution relating thereto.

Section 3. Seal. The seal of the Corporation may have inscribed thereon the name of the Corporation and “Nevada” around the perimeter, and the words “Corporate Seal” in the center.

Section 4. Notice. Except as otherwise provided in these bylaws, notice to directors and shareholders shall be deemed given: (a) if mailed, when deposited in the United States mail, postage prepaid, directed to the shareholder or director at such shareholder’s or director’s address as it appears on the records of the corporation; (b) if by facsimile telecommunication, when directed to a number at which the shareholder or director has consented to receive notice; (c) if by electronic mail, when directed to an electronic mail address at which the shareholder or director has consented to receive notice; (d) if by a posting on an electronic network together with separate notice to the shareholder or director of such specific posting, upon the later of (1) such posting and (2) the giving of such separate notice; and (e) if by any other form of electronic transmission, when directed to the shareholder or director in a manner consented to by such shareholder or director.

Section 5. Waiver of Notice. Whenever notice is required to be given to a shareholder, director or other person under the provisions of these bylaws, the Articles of Incorporation of the Corporation or by applicable law, a waiver in writing signed by the person or persons entitled to the notice, whether before or after the time stated in the notice, shall be equivalent to giving the notice.

Section 6. Depositories and Checks. All funds of the Corporation shall be deposited in the name of the Corporation in such bank, banks or other financial institutions as the Board of Directors may from time to time designate and shall be drawn out on checks, drafts or other orders signed on behalf of the Corporation by such person or persons as the Board of Directors may from time to time designate.

Section 7. Bond. The Board of Directors may by resolution require any or all officers, agents and employees of the Corporation to give bond to the Corporation, with sufficient sureties, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Board of Directors.

Section 8. Fiscal Year. The fiscal year of the Corporation shall be the period ending on December 31 of each year or such other period as the Board of Directors shall from time to time determine.

Section 9. Loans. Except as otherwise permitted by law, the Corporation shall not directly or indirectly extend or maintain credit, arrange for the extension of credit, or renew an extension of credit, in the form of a personal loan to or for any director or executive officer (or equivalent thereof) of the Corporation or any subsidiary or parent.

Section 10. Amendments. Except as otherwise provided herein, these bylaws may be amended or repealed and new bylaws may be adopted (i) by the affirmative vote of the holders of a majority of the capital stock issued and outstanding and entitled to vote at any meeting of shareholders, unless the Articles of Incorporation of the Corporation grants the authority to adopt, amend or repeal bylaws exclusively to the directors, or (ii) by resolution adopted by the affirmative vote of not less than a majority of the number of directors of the Corporation, unless otherwise prohibited by any bylaw adopted by the shareholders.

Section 11. Force and Effect. These bylaws are subject to the provisions of the general corporation laws of the State of Nevada and the Articles of Incorporation, as the same may be amended from time to time. If any provision in these bylaws is inconsistent with an express provision of either the general corporation laws of the State of Nevada or the Articles of Incorporation, the provisions of the general corporation laws of the State of Nevada or the Articles of Incorporation, as the case may be, shall govern, prevail, and control the extent of such inconsistency.

Section 12. Acquisition of Controlling Interest. The provisions of NRS 78.378 to 78.3793, inclusive, or any successor statutes, shall not apply to this Corporation.

[END OF BYLAWS]

Ex. 4.1

[Front of Certificate]

Incorporated Under the Laws of the

State of Nevada

Authorized Common Stock 200,000,000 Shares

Par Value $.001

CUSIP NO. ____________

Number __________

Shares ____________

JOLLEY MARKETING, INC.

THIS CERTIFIES THAT ________________________________________

IS THE RECORD HOLDER OF ____________________________________

Shares of JOLLEY MARKETING, INC. Common Stock

transferable on the books of the Corporation in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Corporation and the facsimile signature of its duly authorized officers.

Dated:

Secretary

President

Jolley Marketing, Inc.

Corporate

Seal

Nevada

[Back of Certificate]

NOTICE:

Signature must be guaranteed by a firm which is a member of a registered stock exchange, or by a bank (other than a savings bank), or a trust company. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM

as tenants in common

UNI GIFT MIN ACT . . . . . . . Custodian . . . . . . .

TEN ENT

as tenants by the entireties

(Cust) (Minor)

JT TEN

as joint tenants with right of

under Uniform Gifts to Minors

survivorship and not as

Act . . . . . . . . . . . . . . .

tenants in common

(State)

Additional abbreviations may also be used though not in the above list.

For Value Received, _____________________ hereby sell, assign and transfer unto

_____________________________

Please insert social security or other

identifying number of assignee

______________________________________________________________________________

(Please print or typewrite name and address, including zip code, of assignee)

______________________________________________________________________________

______________________________________________________________________ Shares of the capital stock represented by the within certificate, and do hereby irrevocably constitute and appoint ______________________________________________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises.

Dated: ________________________

Medallion Signature Guaranteed

NOTICE: SIGNATURE MUST CORRESPOND TO THE NAME AS WRITTEN UPON THIS PAGE OF THIS CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER.

Ex. 4.2

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (the “ Agreement ”) is made and entered into this ______ day of __________ 2008, by and between Jolley Marketing, Inc., a Nevada corporation (the “ Company ”), and the undersigned (hereinafter the “ Shareholder ”).

RECITALS:

WHEREAS, the Shareholder has purchased shares of the common stock of the Company (the “ Common Stock ”) pursuant to a Term Sheet dated July 15, 2008 and subscription agreement furnished therewith (the “ Term Sheet ”);

WHEREAS, as a condition to the purchase of the shares, the Company has agreed to grant to the Shareholder certain registration rights as set forth herein;

WHEREAS, this Agreement is one of a series of registration rights agreements entered into by the Company with investors of common stock as set forth in the Term Sheet;

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

Definitions

“Agreement” is defined in the Preamble to this Agreement.

“Common Stock” is defined in the Recitals to this Agreement.

“Company” is defined in the Preamble to this Agreement.

“Holder” means the Shareholder or any transferee of the Shareholder.

“Person” means an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and government or any department or agency thereof.

“Registerable Securities” means (i) the shares of Common Stock purchased by the Shareholder in the offering of Common Stock evidenced by the Term Sheet, and (ii) any securities issued or issuable with respect to the Common Stock referred to in clause (i) by way of replacement, share dividend, share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. Registerable Shares shall cease to be Registerable Shares when they are sold by the Holder pursuant to the registration statement filed under this Agreement or when they are eligible for resale pursuant to Rule 144 promulgated by the SEC.

“Registration Expenses” is defined in Section 4.1 hereof.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal law then in force.

“Shareholder” is defined in the Preamble to this Agreement.

“Term Sheet” is defined in the Recitals to this Agreement.

Registration Rights

2.1

Registration of Registerable Securities . The Company hereby agrees to register the Registerable Securities by means of a registration statement filed by the Company with the SEC promptly following the completion of the offering represented by the Term Sheet. The Shareholder and any Holder of the Registerable Securities shall be bound by the terms and conditions of this Agreement.

2.2

Registration of Additional Shares . The Company may include in the registration statement filed pursuant to this Agreement additional securities either as a primary offering by the Company or as a secondary offering for security holders of the Company other than the Holders of Registerable Securities.

Registration Procedures

3.1

Registration . The Company will use its reasonable best efforts to effect the registration of such Registerable Securities in accordance with the intended method of disposition thereof, and pursuant thereto the Company will as expeditiously as possible:

3.1.1

Registration Statement . Prepare and file with the SEC a registration statement with respect to such Registerable Securities and use its reasonable best efforts to cause such registration statement to become effective.

3.1.2

Amendments and Supplements . Promptly prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period required by the intended method of disposition and the terms of this Agreement and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement.

3.1.3

Provisions of Copies . Promptly furnished to each seller of Registerable Securities the number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registerable Securities owned by such seller.

3.1.4

Blue Sky Laws . Use its reasonable best efforts to register or qualify such Registerable Securities under the securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registerable Securities owned by such seller, provided, that the Company will not be required to (a) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.1.4; (b) subject itself to taxation in any such jurisdiction; or (c) consent to general service of process in any such jurisdiction.

3.1.5

Prospectus Updating . Promptly notify each Holder of such Registerable Shares for which a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any of the following events (i) the occurrence of one or more event which, individually or together, represents a fundamental change in the information contained in the prospectus included with such registration statement; (ii) any material addition or change on the plan of distribution; or (iii) any event which would cause the information in the prospectus included in such registration statement to contain an untrue statement of a material fact or omit any material fact necessary to make the statements therein not misleading. In such event, at the request of any such seller, the Company will promptly prepare a supplement or amendment to such prospectus.

3.1.6

Due Diligence . Make available for inspection by any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company’s officers, directors, employees and independent accountants to supply all information reasonably requested by any such underwriter, attorney, accountant or agent in connection with such registration statement.

3.1.7

Deemed Underwriters or Controlling Persons . Permit any Holder of Registerable Securities which Holder, in such Holder’s reasonable judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material in form and substance satisfactory to such Holder and to the Company and furnished to the Company in writing, which in the reasonable judgment of such Holder and its counsel should be included.

3.1.8

Stop Orders . Promptly notify Holders of the Registerable Securities of the threat of issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceeding for that purpose, and make every reasonable effort to prevent the entry of any order suspending the effectiveness of the registration statement. In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registerable Securities included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order.

3.2

Further Information . The Company may require each Holder of Registerable Securities to furnish to the Company in writing such information regarding the proposed distribution by such Holder of such Registerable Securities as the Company may from time to time reasonably request. The Shareholder agrees to furnish the information set forth in the Selling Stockholder’s Questionnaire set forth in Exhibit A which is attached hereto and incorporated herein.

3.3

Notice to Suspend Offers and Sales . Each Holder severally agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Sections 3.1.5 or 3.1.8 hereof, such Holder will forthwith discontinue disposition of shares of Common Stock pursuant to a registration hereunder until receipt of the copies of an appropriate supplement or amendment to the prospectus under Section 3.1.5 or until the withdrawal of such order under Section 3.1.8.

3.4

Reference to Holders . If any such registration or comparable statement refers to any Holder by name or otherwise as the holder of any securities of the Company and if, in the Holder’s reasonable judgement, such Holder is or might be deemed to be a controlling person of the Company, such Holder shall have the right to require (a) the insertion therein of language in form and substance satisfactory to such Holder and the Company and presented to the Company in writing, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holdings do not imply that such Holder will assist in meeting any future financial requirements of the Company, or (b) in the event that such reference to such Holder by name or otherwise is not required by the Securities Act or any similar Federal statute then in force, the deletion of the reference to such Holder, provided that with respect to this clause (b) such Holder shall furnish to the Company an opinion of counsel to such effect, which opinion and counsel shall be reasonably satisfactory to the Company.

Registration Expenses

4.1

Expense Borne by Company . Except as specifically otherwise provided in Section 4.2 hereof, the Company will be responsible for payment of all expenses incident to any registration hereunder, including, without limitation, all registration and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, road show expenses, advertising expenses and fees and disbursements of counsel for the Company and all independent certified public accountants and other Persons retained by the Company in connection with such registration (all such expenses borne by the Company being herein called the “ Registration Expenses ”).

4.2

Expense Borne by Selling Security Holders . The selling security holders will be responsible for payment of their own legal fees (if they retain legal counsel separate from that of the Company), underwriting fees and brokerage discounts, commissions and other sales expenses incident to any registration hereunder, with any such expenses which are common to the selling security holders divided among such security holders (including the Company and holders of the Company’s securities other than Registerable Securities, to the extent that securities are being registered on behalf of such Persons) pro rata on the basis of the number of shares being registered on behalf of each such security holder, or as such security holders may otherwise agree.

Indemnification Section

5.1

Indemnification by Company . The Company agrees to indemnify, to the fullest extent permitted by law, each Holder of Registerable Securities and each Person who controls (within the meaning of the Securities Act) such Holder against all loses, claims, damages, liabilities and expenses in connection with defending against any such losses, claims, damages and liabilities or in connection with any investigation or inquiry, in each case caused by or based on any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rules or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with such registration, except insofar as the same are (i) contained in any information furnished in writing to the Company by such Holder expressly for use therein; (ii) caused by such Holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto; or (iii) caused by such Holder’s failure to discontinue disposition of shares after receiving notice from the Company pursuant to Section 3.3 hereof.

5.2

Indemnification by Holder . In connection with any registration statement in which a Holder of Registerable Securities is participating, each such Holder will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its directors and officers and each Person who controls (within the meaning of the Securities Act) the Company against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by such Holder expressly for use in connection with such registration; provided that the obligation to indemnify will be individual to each Holder and will be limited to the net amount of proceeds received by such Holder from the sale of Registerable Securities pursuant to such registration statement.

5.3

Assumption of Defense by Indemnifying Party . Any Person entitled to indemnification hereunder will (a) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (b) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.

5.4

Binding Effect . The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities. The Company also agrees to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event the Company’s indemnification is unavailable for any reason. Each Holder of Registerable Securities also agrees to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event such Holder’s indemnification is unavailable for any reason.

Miscellaneous

6.1

Notices. All communications provided for herein shall be in writing and shall be deemed to be given or made when served personally or when deposited in the United States mail, certified return receipt requested, addressed as follows, or at such other address as shall be designated by any party hereto in written notice to the other party hereto delivered pursuant to this subsection:

Shareholder:

See the address set forth on the signature page of this Agreement.

Company:

Jolley Marketing, Inc.

374 East 400 South

Suite 3

Springville, UT 84663

Attn: Steven L. White, President

with copy to:

Ronald N. Vance

Attorney at Law

1656 Reunion Avenue

Suite 250

South Jordan, UT 84095

6.2

Default . Should any party to this Agreement default in any of the covenants, conditions, or promises contained herein, the defaulting party shall pay all costs and expenses, including a reasonable attorney’s fee, which may arise or accrue from enforcing this Agreement, or in pursuing any remedy provided hereunder or by statute.

6.3

Assignment . This Agreement may not be assigned in whole or in part by the parties hereto without the prior written consent of the other party or parties, which consent shall not be unreasonably withheld.

6.4

Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, executors, administrators, successors and assigns.

6.5

Partial Invalidity . If any term, covenant, condition, or provision of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement or application of such term or provision to persons or circumstances other than those as to which it is held to be invalid or unenforceable shall not be affected thereby and each term, covenant, condition, or provision of this Agreement shall be valid and shall be enforceable to the fullest extent permitted by law.

6.6

Entire Agreement . This Agreement constitutes the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all negotiations, representations, prior discussions, and preliminary agreements between the parties hereto relating to the subject matter of this Agreement.

6.7

Interpretation of Agreement . This Agreement shall be interpreted and construed as if equally drafted by all parties hereto.

6.8

Survival of Covenants, Etc. All covenants, representations, and warranties made herein to any party, or in any statement or document delivered to any party hereto, shall survive the making of this Agreement and shall remain in full force and effect until the obligations of such party hereunder have been fully satisfied.

6.9

Further Action . The parties hereto agree to execute and deliver such additional documents and to take such other and further action as may be required to carry out fully the transactions contemplated herein.

6.10

Amendment . This Agreement or any provision hereof may not be changed, waived, terminated, or discharged except by means of a written supplemental instrument signed by the party or parties against whom enforcement of the change, waiver, termination, or discharge is sought.

6.11

Full Knowledge. By their signatures, the parties acknowledge that they have carefully read and fully understand the terms and conditions of this Agreement, that each party has had the benefit of counsel, or has been advised to obtain counsel, and that each party has freely agreed to be bound by the terms and conditions of this Agreement.

6.12

Headings . The descriptive headings of the various sections or parts of this Agreement are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

6.13

Counterparts . This Agreement may be executed in two or more partially or fully executed counterparts, each of which shall be deemed an original and shall bind the signatory, but all of which together shall constitute but one and the same instrument.

6.14

Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Utah without regard to conflict of law principles and will be binding upon and shall inure to the benefit of the parties hereto and their successors and assigns.

6.15

Remedies . Any Person having rights under any provision of this Agreement will be entitled to enforce such rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provision of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement.

[REMAINDER OF PAGE LEFT BLANK

SIGNATURE PAGE FOLLOWS]

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


THE COMPANY:	Jolley Marketing, Inc.


	By
	Steven L. White, President



THE SHAREHOLDER:
	Signature


	Please Print Name


	Name of Entity (if applicable)


	Title (if applicable)


	Address

SCHEDULE OF INVESTORS


Name	Date of Agreement	Number of Shares
Davis, Chad	8/1/2008	100,000
Gary McAdam	8/2/2008	140,000
Jones, William	8/1/2008	60,000
Lee, Leon E.	8/1/2008	100,000
McAdam, Brian	8/2/2008	80,000
McAdam, Claudia A.	8/2/2008	100,000
McAdam, Kevin	8/2/2008	80,000
Nemelka, Christy	8/6/2008	20,000
Nemelka, Ingrid F.	8/1/2008	100,000
Trapnell, Chris	8/1/2008	280,000
Trapnell, Jeff	8/1/2008	20,000
Trapnell, Greg	8/1/2008	20,000
White, Steve	8/1/2008	100,000
TOTAL		1,200,000

Ex. 4.3

REGISTRATION RIGHTS AGREEMENT

RECITALS:

WHEREAS, the Shareholder has purchased shares of the common stock of the Company (the “ Common Stock ”) which are or may be considered securities issued by a shell company;

WHEREAS, the Company has agreed to grant to the Shareholder certain registration rights at no cost as set forth herein;

WHEREAS, the Company has also agreed to register at no cost the resale of 1,200,000 shares of Common Stock sold in a non-public offering by the Company completed in August 2008;

WHEREAS, this Agreement is one of a series of registration rights agreements entered into by the Company with certain other shareholders of the Company holding outstanding shares of Common Stock;

Definitions

“Agreement” is defined in the Preamble to this Agreement.

“Common Stock” is defined in the Recitals to this Agreement.

“Company” is defined in the Preamble to this Agreement.

“Holder” means the Shareholder or any transferee of the Shareholder.

“Person” means an individual, a partnership, a joint venture, a corporation, a trust, an unincorporated organization and government or any department or agency thereof.

“Registerable Shares” means (i) the shares of Common Stock owned by the Shareholder for which such Shareholder has requested registration, and (ii) any securities issued or issuable with respect to the Common Stock referred to in clause (i) by way of replacement, share dividend, share split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization. Registerable Shares shall cease to be Registerable Shares when they are sold by the Holder pursuant to the registration statement filed under this Agreement or when they are eligible for resale pursuant to Rule 144 promulgated by the SEC.

“Registration Expenses” is defined in Section 4.1 hereof.

“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended, or any similar federal law then in force.

“Shareholder” is defined in the Preamble to this Agreement.

Registration Rights and Fee

2.1

Registration of Registerable Shares . The Company hereby agrees to register the Registerable Shares by means of a registration statement to be filed promptly by the Company. The Shareholder and any Holder of the Registerable Shares shall be bound by the terms and conditions of this Agreement.

2.2

2.3

Registration Statement . The Company agrees to maintain the effectiveness of the registration statement for a period of one year, or until the Company enters into an agreement to effect a change of control through a reverse acquisition of an operating company.

Registration Procedures

3.1

Registration . The Company will use its reasonable best efforts to effect the registration of such Registerable Shares in accordance with the intended method of disposition thereof, and pursuant thereto the Company will as expeditiously as possible:

3.1.1

Registration Statement . Prepare and file with the SEC a registration statement with respect to such Registerable Shares and use its reasonable best efforts to cause such registration statement to become effective.

3.1.2

3.1.3

Provisions of Copies . Promptly furnish electronically or by paper copy to each seller of Registerable Shares the number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in such registration statement (including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registerable Shares owned by such seller.

3.1.4

Blue Sky Laws . Use its reasonable best efforts to register or qualify such Registerable Shares under the securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registerable Shares owned by such seller, provided, that the Company will not be required to (a) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 3.1.4; (b) subject itself to taxation in any such jurisdiction; or (c) consent to general service of process in any such jurisdiction.

3.1.5

3.1.6

3.1.7

Deemed Underwriters or Controlling Persons . Permit any Holder of Registerable Shares which Holder, in such Holder’s reasonable judgment, might be deemed to be an underwriter or a controlling person of the Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material in form and substance satisfactory to such Holder and to the Company and furnished to the Company in writing, which in the reasonable judgment of such Holder and its counsel should be included.

3.1.8

Stop Orders . Promptly notify Holders of the Registerable Shares of the threat of issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceeding for that purpose, and make every reasonable effort to prevent the entry of any order suspending the effectiveness of the registration statement. In the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registerable Shares included in such registration statement for sale in any jurisdiction, the Company will use its reasonable best efforts promptly to obtain the withdrawal of such order.

3.2

Further Information . The Company may require each Holder of Registerable Shares to furnish to the Company in writing such information regarding the proposed distribution by such Holder of such Registerable Shares as the Company may from time to time reasonably request. The Shareholder agrees to furnish the information set forth in the Selling Stockholder’s Questionnaire furnished by the Company to the Selling Stockholder.

3.3

3.4

Registration Expenses

4.1

4.2

Expense Borne by Selling Security Holders . The selling security holders will be responsible for payment of their own legal fees (if they retain legal counsel separate from that of the Company), underwriting fees and brokerage discounts, commissions and other sales expenses incident to any registration hereunder, with any such expenses which are common to the selling security holders divided among such security holders (including the Company and holders of the Company’s securities other than Registerable Shares, to the extent that securities are being registered on behalf of such Persons) pro rata on the basis of the number of shares being registered on behalf of each such security holder, or as such security holders may otherwise agree.

Indemnification Section

5.1

Indemnification by Company . The Company agrees to indemnify, to the fullest extent permitted by law, each Holder of Registerable Shares and each Person who controls (within the meaning of the Securities Act) such Holder against all loses, claims, damages, liabilities and expenses in connection with defending against any such losses, claims, damages and liabilities or in connection with any investigation or inquiry, in each case caused by or based on any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading or arise out of any violation by the Company of any rules or regulation promulgated under the Securities Act applicable to the Company and relating to action or inaction required of the Company in connection with such registration, except insofar as the same are (i) contained in any information furnished in writing to the Company by such Holder expressly for use therein; (ii) caused by such Holder’s failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto; or (iii) caused by such Holder’s failure to discontinue disposition of shares after receiving notice from the Company pursuant to Section 3.3 hereof.

5.2

Indemnification by Holder . In connection with any registration statement in which a Holder of Registerable Shares is participating, each such Holder will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its directors and officers and each Person who controls (within the meaning of the Securities Act) the Company against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by such Holder expressly for use in connection with such registration; provided that the obligation to indemnify will be individual to each Holder and will be limited to the net amount of proceeds received by such Holder from the sale of Registerable Shares pursuant to such registration statement.

5.3

5.4

Binding Effect . The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities. The Company also agrees to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event the Company’s indemnification is unavailable for any reason. Each Holder of Registerable Shares also agrees to make such provisions, as are reasonably requested by any indemnified party, for contribution to such party in the event such Holder’s indemnification is unavailable for any reason.

Miscellaneous

6.1

Shareholder:

See the address set forth on the signature page of this Agreement.

Company:

Jolley Marketing, Inc.

374 East 400 South

Suite 3

Springville, UT 84663

Attn: Steven L. White, President

with copy to:

Ronald N. Vance

Attorney at Law

1656 Reunion Avenue

Suite 250

South Jordan, UT 84095

6.2

6.3

6.4

Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their heirs, executors, administrators, successors and assigns.

6.5

6.6

6.7

Interpretation of Agreement . This Agreement shall be interpreted and construed as if equally drafted by all parties hereto.

6.8

6.9

6.10

6.11

6.12

Headings . The descriptive headings of the various sections or parts of this Agreement are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

6.13

6.14

6.15

[REMAINDER OF PAGE LEFT BLANK

SIGNATURE PAGE FOLLOWS]

SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


THE COMPANY:	Jolley Marketing, Inc.


	By
	Steven L. White, President



THE SHAREHOLDER:
	Signature


	Please Print Name


	Name of Entity (if applicable)


	Title (if applicable)


	Address

Schedule of Investors


Name	Date of Agreement	Number of Shares
1st Orion Corp	8/28/2008	550,000
1st Zamora Corp	8/28/2008	200,750
Caroline Anderson	8/26/2008	1,250
Jeannene Barham	8/25/2008	2,500
Iva Bartova	8/25/2008	2,500
Travis Dastrup	8/25/2008	1,000
David's Odyssey LLC	8/25/2008	1,000
Allyson Davidson	8/26/2008	5,000
William R Davidson	8/26/2008	250
Chad Davis	8/26/2008	2,000
Collette Davis	8/26/2008	2,000
Courtney Davis	8/26/2008	1,000
Debra Edwards	8/25/2008	1,000
Ken Edwards	8/25/2008	4,250
Camille Gardner	8/25/2008	2,500
Deborah Gardiner	8/25/2008	1,000
Douglas & Camille Gardner	8/25/2008	1,000
Scott Hansen	8/25/2008	5,000
Carol Jensen	8/25/2008	2,500
David & Lori Jolley	8/25/2008	5,000
Kimberlee Jolley-Jones	8/25/2008	1,000
Marianne Jolley	8/25/2008	1,000
Michael Jolley	8/25/2008	1,000
Michelle Jolley	8/25/2008	1,500
Nancy Jolley	8/25/2008	43,000
Ronald Jolley	8/25/2008	43,000
Cassandra Linza	8/25/2008	1,250
Brian M McAdam	8/25/2008	5,000
Gary McAdam	8/26/2008	230,000
Kevin C McAdam	8/25/2008	5,000
National Financial Services LLC	8/25/2008	25,000
Christy Nemelka	8/25/2008	25,000
Nemelka Family Investments LLC	8/25/2008	15,000
Ingrid Nemelka	8/25/2008	100,250
Joseph Nemelka	8/25/2008	75,000
Melanie Nemelka	8/29/2008	1,000
Mike Nemelka	8/29/2008	4,000
Roger Nemelka	8/25/2008	2,500
Maridan Noyes	8/25/2008	1,250
Carolyn Reid	8/25/2008	2,500
Rusty Reid	8/25/2008	4,000
Travis Reid	8/25/2008	1,000
Chantel Smith	8/25/2008	1,250
Laura Lee Sorensen	8/25/2008	250
Summer Ventures Inc	8/25/2008	300,000
Heimy Taylor	8/25/2008	5,000
The Brian Michael McAdam Trust	8/25/2008	5,000
The Kevin C.McAdam Trust	8/25/2008	5,000
Quest for Gift of Life Foundation	8/25/2008	150,000
Traum-Urlaub Inc	8/25/2008	60,000
Angela White	8/25/2008	1,000
Kelly Anne White	8/25/2008	750
Zachary J S White	8/25/2008	750
Cody Winterton	8/27/2008	3,000
Kathryn Winterton	8/27/2008	2,000
TOTAL		1,913,750