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Re: User-65225 post# 10645

Thursday, 01/20/2011 10:52:40 PM

Thursday, January 20, 2011 10:52:40 PM

Post# of 15403
Okay, wow, that was a lot of information to process all at once. But I think I am starting to understand the process a little better here.

On this section, "Item 3.02 Unregistered Sales of Equity Securities

As described in Item 1.01 above, on December 3, 2010, the Company issued 40,000,000 shares of common stock to Noteholders. The Noteholders are all “accredited investors” as defined under Rule 501 of Regulation D. No solicitation was made and no underwriting discounts were given or paid in connection with this transaction. The Company believes that these transactions were exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933."

The 40M shares are being held by whom?

What does it mean that no discounts were given or paid?

And why are they exempt, and what are they exempt from? Thank you.

In this part you said, "terms and conditions of the various conversion agreements". Should we be able to see this somewhere. Where is it normally posted? Thank you.

In this part you said, "This is the job of the ANNUAL auditor to catch" Who is the annual auditor? How do we find out about the auditor? Can we talk to the auditor to see if he has the 8k information or the "terms and conditions" information and who the investors are holding the 40M shares?

Do we need to know those things or are we okay to just trade the stock without that information? Thank you.

Anything that I state is speculation and my opinion only. Please do not take anything I say as information you should invest on.

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