FYI
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
This section describes the transactions we have engaged in with persons who were directors, officers or affiliates at the time of the transaction, and persons known by us to be the beneficial owners of 5% or more of our common stock as of December 17, 2007 (“Principal Shareholder”). Share issuances described below give effect to the previously mentioned stock splits as if they had occurred subsequent to the splits.
We have borrowed funds from various officers and/or directors as follows:
On February 16, 2006, we borrowed $29,750.32 from Clint Mytych. The unsecured loan agreement calls interest of 5% and monthly installments of interest and principal of $1,305.19—the final payment is due in May 2009. We are current on the payments.
On February 16, 2006, we borrowed $41,856.47 from Donna Shatter. The unsecured loan agreement calls interest of 5% and monthly installments of interest and principal of $1,836.30—the final payment is due in June 2009. We are current on the payments.
On April 15, 2004, we borrowed $58,000 from Fifth Third Bank which loan is secured by the personal guarantees of Donna Shatter and Clint Mytych. The loan agreement calls interest of 6.75% and monthly installments of interest and principal of $689—the final payment is due in May 2009. We are current on the payments.
On October 10, 2007, we entered into a convertible promissory note with North Atlantic Resources, Limited, the Selling Shareholder named in this prospectus and a Principal Shareholder. The note called for interest of 20% and was due on February 28, 2008. The conversion rate, giving effect to our January 15, 2008, 1 to 20 reverse split, was at the rate of $.002 per dollar of principal and interest converted. On January 11, 2008, the lender exercised its option to convert all of the principal and interest into shares of common stock. These shares are the shares covered by this Prospectus,
In addition to the aforementioned convertible promissory note, North Atlantic Resources, Limited purchased a total of 20,442,628 shares of our common stock in July and September of 2007 for a total of $315,000. Its affiliate, Emerald Asset Advisors, in July 2007, purchased an additional 3,690,476 shares of our common stock for $150,000.
*Note: These were Post-Reverse Split Numbers
"Your Vegas Is Showing"
I've been to Hollywood
I've been to Redwood
I crossed the ocean
for a heart of gold
I've been in my mind,
it's such a fine line
Later, The Team.
