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Tuesday, 11/24/2009 3:20:06 PM

Tuesday, November 24, 2009 3:20:06 PM

Post# of 202893
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.




During the three months ended September 30, 2009, the Company issued unregistered shares of its common stock as follows:




·

57,463,901 shares to five (5) creditors who converted $310 598 of debt into equity;

·

3,896,970 shares to three (4) professional service providers for their services. The shares were valued by the Company in total at $21,597;

·

1,000,000 shares to one (1) investor for cash consideration of $9,300; and

·

1,263,158 shares to one (1) lender as an equity incentive to provide a July 2009 $34,900 loan to the Company. The shares were valued by the Company at $12,000.

·

4,529,412 shares to the same lender as an equity incentive to extend the above referenced July 2009 $34,900 loan. The shares were valued by the Company at $24,912.




The securities issuances referred to above were exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended (the "Act").

-----------------------------------


For a grand total of 68,153,441 shares


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