Dixie Lee International Industries, Inc. (DLII)

[Phoenix-Rising]

On June 13, 2007, the Company affected a 1 for 1,000 reverse
split of its shares of common stock resulting in 88,750 shares
of common stock issued and outstanding. On June 15, 2007,
the Company issued 26,500,000 shares of common stock in exchange for
100,000 shares of Dixie Lee Food Systems (USA), Inc., a New York
corporation, which represented 100% of the shares of common stock
of that New York corporation. That corporation is operating as
a wholly owned subsidiary of the Company.

On June 15, 2007, the Company issued 500,000 shares of common
stock in exchange for services.

On June 18, 2007, the Company issued 12,036,390 shares of
common stock for settlement in full of corporate debt to a
number of non-affiliates and non-control persons
and business entities.

As of June 30, 2007, there were 39,125,141 shares of
common stock issued and outstanding, with Dixie Lee Food
Systems (USA), Inc. owning 26,500,000 shares of common
stock which is 67.73% of the Companys issued and outstanding shares of
common stock.