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Re: None

Thursday, 03/20/2008 10:45:01 AM

Thursday, March 20, 2008 10:45:01 AM

Post# of 27
123mil o/s after converting note & warrant

As of the date of this registration statement, there are 39,854,012 shares of the Company’s common stock, par value $0.003 per share, issued and outstanding.

On June 28, 2007 the company issued a convertible note with a face amount of $100,000 and related warrants. Upon the conversion of the note into 33,333,333 shares of common stock or the exercise of the warrants into 50,000,000 shares of common stock, the per share trading value of the Company’s common stock may increase or decrease, perhaps significantly.

Number of Shares of Common Stock Beneficially Owned
Dalewood Associates LP 86,107,391 69.9%
Includes 50,000,000 shares of Common Stock underlying a warrant exercisable within 60 days and 33,333,333 shares of Common Stock underlying a convertible note exercisable within 60 days.

http://www.sec.gov/Archives/edgar/data/855743/000092189508000887/form1003864_03132008.htm

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