| Done before with failure.Damsonite. 1983. 
 secinfo.com
 
 WHY USA Financial Group, Inc. (the "Company") was incorporated in Nevada
 on January 6, 1983 as Triam, LTD. ("Triam") for the purpose of marketing a
 newly discovered gemstone called Damsonite. Triam's sole shareholder at
 inception was a Utah corporation named Black Butte Petroleum, Inc. ("Black
 Butte") which was founded on September 30, 1980, for the purpose of acquiring
 mineral properties and interests. Prior to its formation of Triam, Black
 Butte conducted business for three years beginning with a public offering of
 15,000,000 shares of its common stock at an arbitrarily determined price of
 $.01 per share. The offering closed with $150,000 in gross proceeds on
 November 20, 1980, and was made only to residents of Utah in reliance upon the
 exemption from registration provided for under Section 3a(11) of the
 Securities Act of 1933. The offering was also registered with the Utah
 Securities Division. Black Butte purchased various mining leases and interests
 in the State of Utah with the offering proceeds.
 
 On March 4, 1983, in preparation for a contemplated merger with Black
 Butte, the Company amended its Articles increasing its capitalization from
 25,000,000 shares authorized, par value $0.001, to 100,000,000 common shares
 authorized par value $0.001. The Company completed its merger with Black
 Butte on March 7, 1983 which included the conversion of each of the 19,500,000
 outstanding shares of Black Butte into 19,500,000 shares of the Company, the
 dissolution of Black Butte, and the return to the Company's treasury of the
 750,000 shares issued to Black Butte at the Company's inception. The terms of
 the merger were arbitrarily determined with its main purpose being a change of
 domicile. On March 29, 1983, the Company amended its articles expanding its
 business purpose. The Company failed to file its Articles of Merger with the
 State of Nevada until November 9, 1999.
 
 From the completion of its merger in 1983 until approximately 1990, the
 Company continued with its expanded business purposes which included the
 holding of mining leases in the Cottonwood Canyons in Utah, interests in
 drilling programs in Wyoming and Oklahoma, and the marketing of Damsonite
 gemstones and a counterfeit bill detector. The Company also acquired
 additional mining claims, distribution rights for Hawaiian commemorative
 coins, investment stock in various Utah-based enterprises, an inventory of
 historical books, and a lease/purchase of recreational/resort property in
 Midway, Utah. In the late 1980s, the Company's operations proved unprofitable;
 its then president took other full-time employment, and the Company ultimately
 became inactive in 1990.
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