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Re: None

Friday, 08/12/2011 3:34:41 PM

Friday, August 12, 2011 3:34:41 PM

Post# of 21127
OR MAYBE THIS FILING WITH THE SEC ,
here is a filing with the sec, all the rest is pure speculation on both sides
Imho a R/S has to be done to have any chance at moving this Bloated pig. If ther is also a change with the A/S at the same time well be OK. IF they open the printing press after the R/S well bagholders I'll be. are we on the ground floor or in the basment with the rats time will tell.


NOTE 12 – STOCKHOLDERS’ EQUITY

Preferred Stock




During the quarter, the Company entered into a Series A Preferred Stock Purchase Agreement with Ginew Holdings, LLC, pursuant to which the Ginew Holdings, LLC purchased 5,641,591 shares of Series A Preferred Stock for cash totaling $60,000. The Company believes the issuance of the shares is exempt from the registration and prospectus delivery requirement of the Securities Act of 1933 by virtue of Section 4(2). Upon issuance of these shares the common stock equivalents of the Company exceeded the total common stock available for issuance by approximately 5,641,591,000 shares. The Company’s Chairman of the Board of Directors, Vincent Molinari the Managing Director of Ginew Holdings, LLC, holds 9,941,591 shares of the Series A Preferred Stock that are convertible into 9,941,591,000 common shares of the Company. Unless and until there is enough authorized common stock available to cover all common stock equivalents, Mr. Molinari will not convert the preferred shares.

NOTE 14 – SIGNIFICANT EVENTS




On March 23, 2011, the Board of Directors and majority stockholders of the Company approved the entry into a Partial Purchase Agreement. Under the terms of the Agreement, Gate Technologies, LLC acquired sixty percent (60%) ownership of the operating division, Angels In Action, for total cash consideration of ninety thousand dollars ($90,000) and six hundred thousand dollars ($600,000) in the form of Gate Technologies, LLC Units contributed by Vince Molinari and Lori Livingston. The company has recorded the $90,000 as revenue and a receivable of which $32,000 has already been collected. The Gate Technologies units will be exchanged for the Company’s common stock, each quarter, over a three year period to begin no later the September 30, 2011.


http://www.sec.gov/Archives/edgar/data/1082822/000126246311000060/agelform10q3312011v3.htm

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