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Re: davidam post# 43388

Monday, 04/04/2011 9:56:46 PM

Monday, April 04, 2011 9:56:46 PM

Post# of 348895
Look at the conversion date on this note. Not a big one, but a move in the right direction and less stock to worry about; especially because the average would have been below .01 cent. I would like to see them buy them all back quickly.




In September 2010, the Company agreed with a third party non-affiliate to an 8% interest bearing convertible debenture for $53,000 due in nine
months. The balance can be paid in full or can be converted into shares on or after March 26, 2011 at an average share price computed on the
30 days prior to conversion. This convertible note contains round down provisions relative to the conversion price of the note. Effective
September 1, 2010 the Company adopted (FASB ASC 815-40-15-5) ("ASC 815") " Determining Whether an Instrument (or Embedded
Feature) Is Indexed to an Entity's Own Stock " which outlines new guidance for being indexed to an entity's own stock and the resulting
liability or equity classification based on that conclusion. The adoption of ASC 815 affects the accounting for convertible instruments and
warrants with provisions that protect holders from declines in the stock price ("down - round" provisions). The Company recorded an initial
valuation of the derivative liability equal to the amount of the estimated fair value of the embedded conversion features amounting to $53,000.
The company utilized a Black-Scholes stock option valuation model to calculate the fair value of the convertible shares at the date of issuance
and as of November 30, 2010. As of November 30, 2010 there has been no change in the fair value of the derivative liability.