141 Capital Inc (fka ONCP)

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141 Capital Inc. Press Releases

August 24, 2009

To Our Shareholders:

There have been many common questions posed by 141 shareholders. I would like to answer the most asked.

Regarding the current status of Spooz: As previously announced, 141 licensed certain Spooz technology in consideration of 300,000,000 shares of its common stock. 141 relicensed that technology to Wind River Development Corporation for 35% of its common stock. even though SpoozToolz was almost completed, Spooz was unable to complete development of SpoozToolz as a result of the severe financial stress during the last four months of 2008. At this time Spooz is inactive.

The platform being used for TradeTablet is not excel as was the case with the SpoozToolz platform. When completed, the WRDC product, while looking similar to SpoozToolz, will be based on an entirely different technology.

Questions have been asked about any competition that may result from KaiTrade, a company owned by John Unwin, previously Spooz's lead developer. Based on my understanding looking at their website, both the product and business model are totally different than WRDC's. I do not deem them to be a competitor.

The Preferred C conversion, developed by Big Apple Consulting, was intended to be a relatively non-dilutive alternative to a reverse stock split that would increase the market price of 141's common stock. The preferred stock conversion was ineffective and has confused shareholders and brokers. Some certificates have not been delivered to 141 or lost in transit. Management is dealing with the problems as expediently as possible. As a number of certificates have been delayed in delivery or must be replaced, 141 is using the date those shareholders executed the "Series C Preferred Stock Conversion Request" as the conversion date.

The 1 for 175 reverse split was approved as a result of the ineffectiveness of the Series C preferred conversion. It was applied relative to the conversion formula for the Series C Preferred issuances. The "Rights, Preferences and Privileges" of the Series C Preferred Stock provides that the directors could take this action.

I understand that certain brokers will not take deposit of physical certificates of many over the counter companies including 141 Capital's common stock. I have been told that this is a result of various brokerage in-house compliance issues and affects many over the counter companies and results from, amoung other things, the unavailability of current company information and individual issuer's price per share. 141 no longer possesses "current issuer status" with Pink Sheets. This is because the board of directors determine that the $30,000 to $40,000 (filing fees, attorney and accounting fees and costs) would be best be used for business development. 141 intends to have financial statements and adequte disclosure publicly available on its website in the early part of the fourth quarter.

It is advertised on the Internet that Scottsdale Capital Advisors will take deposit of physical certificates of most over the counter companies.
http://www.scottsdalecapital.com

I encourage our shareholders to email any and all questions and suggestions. We usually respond to questions after business hours and understand it may take several days to receive a response. Email: [e-mail]

Cordially,

Errol Stone, CEO

Source: http://www.141capital.net/
Click on Investor Relations, then "Letter to Investors: 8-24-2009