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Re: None

Wednesday, 05/20/2009 4:05:12 PM

Wednesday, May 20, 2009 4:05:12 PM

Post# of 45

From the last 10K, Note the outstanding shares.



NOTE 16 - SUBSEQUENT EVENTS

Merger Agreement

In March 2009 the Company announced it had completed a merger through an exchange of common stock with Aria International Incorporated. As a result of the merger, Aria International Incorporated became a wholly-owned subsidiary of the Company. Following the merger, the Company changed its name to Aria International Holdings, Inc. The primary new business and market focus will be on providing specialized surveillance and communications solutions to a broad range of customers. The corporate offices of the new organization are in Arlington, Virginia.

In connection with the merger, the Company issued an aggregate of 88,815,000 shares of its common stock to shareholders and employees of Aria International Incorporated in exchange for all the shares of the common stock of Aria International Incorporated. Total number share of common stock issued and outstanding post merger was 147,818,192, of which shareholders and employees of Aria International Incorporated represented 60% of the total post merger shares. As a result of the merger, there was a change in control of the public entity, and the Company accounted for the transaction as a reverse acquisition. Founders of Aria International Incorporated were appointed as Officers and Directors of the Company upon completion of the merger.

In addition, on March 3, 2009 Aria International Incorporated entered into executive employment agreements with two of its senior officers, Michael A. Crosby, CEO and Richard A. Smith, COO.

Equity

On January 28, 2009 the Company amended and restated its Articles of Incorporation to provide the authority to increase the total number of authorized common shares from 100 million shares to 300 million shares with par value of $0.0001 per share, and the total number of Preferred Stock from 1.2 million shares to 10 million shares with par value of $0.0001 per share.

Subsequent to the date of the financial statements, the Company issued 88,815,000 shares of its common stock to shareholders and employees of Aria International Incorporated in connection with the merger agreement as described above, and 71,700 shares of its common stock to a vendor in exchange for outstanding payables.

NOTE 17 – RESTATEMENT OF FINANCIAL STATEMENTS


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