Acquiring Entity is a corporation duly organized and existing in good standing under the laws of the State of Nevada and has delivered to the Company complete and correct copies of its Articles of Incorporation, By-Laws, Articles of Organization as now in effect. Acquiring Entity has full corporate power and authority to carry on its respective business as it is now being conducted and as now proposed to be conducted and to own or lease its respective properties and assets. Acquiring Entity has no subsidiaries or direct or indirect interest (by way of stock ownership or otherwise) in any firm, corporation, corporation, partnership, association or business. Acquiring Entity shall own all of the issued and outstanding membership interests of Department of Coffee and Social Affairs Limited free and clear of all Liens. Unless the context otherwise requires, all references in this Article V to "Acquiring Entity" shall be treated as being a reference to DOCASA, Inc. (f/ka/ FWF Holdings, Inc.) and Department of Coffee and Social Affairs Limited taken together as one enterprise.