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Re: csjrb post# 1546

Tuesday, 04/18/2006 11:08:10 AM

Tuesday, April 18, 2006 11:08:10 AM

Post# of 2142
Item 8B. Other Information

Effective April 14, 2006, the Company entered into a Stock Purchase Agreement with MLH Investments, LLC (“MLH”), a Nevada limited liability corporation, where MLH purchased 156,196,406 shares of authorized but unissued shares of Class A Common Stock, par value $0.0001 per share, at a purchase price of $0.0001 per share ($15,619.64 in the aggregate). Simultaneously, an additional 100,000 shares of Class B Common Stock were also purchased by MLH Investments from James Arch, Chairman of the Board of the Company, at a purchase price of $0.001 per share ($100 in the aggregate). The sale of the Class B shares was a private transaction.

The sale of the Class A shares was approved by unanimous written consent of the Board of Directors of the Company. The reasons behind the consent were (a) the insolvency of the Company and the inability to obtain sufficient funding to execute its business plan, (b) the Company’s unsuccessful attempts to obtain funding from any other sources, © the fact that without an immediate infusion of operating capital, the Company will be forced to cease operating and liquidate, (d) MLH offered to immediately wire more than $15,000 to the Company’s account, (e) MLH will explore a potential restructuring of the debt and equity of the Company on terms to be determined, (f) this is the only funding alternative available to the Company, and (g) the Board determined all shareholders and creditors of the Company will be better served by the stock purchase than liquidation.

MLH Investments is Scott Haire

https://esos.state.nv.us/SOSServices/AnonymousAccess/CorpSearch/CorpDetails.aspx?CorpID=672343



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