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Re: None

Sunday, 06/06/2010 5:16:39 PM

Sunday, June 06, 2010 5:16:39 PM

Post# of 157003
Hmmm....

9. Type(s) of Securities Offered (select all that apply)

Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
Convertible Redeemable Debentures

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No


Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $5,000 USD

12. Sales Compensation

Recipient Recipient CRD Number X None

(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None

Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States All States
Foreign/non-US


13. Offering and Sales Amounts

Total Offering Amount $299,944 USD or Indefinite

Total Amount Sold $0 USD
Total Remaining to be Sold $299,944 USD or Indefinite

http://www.sec.gov/Archives/edgar/data/1277250/000135448810000161/xslFormDX01/primary_doc.xml

And..........................................................

7. Type of Filing

X New Notice Date of First Sale 2008-12-24 First Sale Yet to Occur
Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No


9. Type(s) of Securities Offered (select all that apply)

Equity Pooled Investment Fund Interests
Debt Tenant-in-Common Securities
Option, Warrant or Other Right to Acquire Another Security Mineral Property Securities
Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
Convertible debenture

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No


Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $25,000 USD

12. Sales Compensation

Recipient Recipient CRD Number X None

(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None

Street Address 1 Street Address 2
City State/Province/Country ZIP/Postal Code
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States All States
Foreign/non-US


13. Offering and Sales Amounts

Total Offering Amount $1,000,000 USD or Indefinite

Total Amount Sold $25,000 USD
Total Remaining to be Sold $975,000 USD or Indefinite


Clarification of Response (if Necessary):


http://www.sec.gov/Archives/edgar/data/1277250/000120095209000233/xslFormDX01/primary_doc.xml

I was under the impression that convertable debentures were equated with the term "death spiral"?

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