ZNext Mining Corporation, Inc (ZNXT)

[ced70]

Janice or Jim.

I know you all are a whiz at this stuff. Can you tell me what this clause means? The form 4's show they aquired at say .0001 value and on the same form 4 right below that transaction says they dispositioned it for 0 dollars. I thought it meant that basically they retired the shares or done a buyback but I am probably wrong.

On February 3, 2006, the Registrant issued 1,483,170,000 common shares at $0.0001/share and 1,220,000,000 common shares at $0.0001/share (the “Shares”) each to two officers and directors of the Registrant (respectively, the President/CEO and CFO) for the reduction of $148,317.00 and $122,000.00 of accrued liabilities from Promissory Note(s) owed respectively to each of the individuals by the Registrant. The common shares were issued as restricted securities and are exempt from registration under §5 of the Securities Act of 1933, as the issuances are deemed exempt from registration under §4(1) and 4(2) of the Securities Act of 1933, as well as Regulation D promulgated thereunder.