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7thhvn

07/03/14 6:07 PM

#53378 RE: XXBROOKSIEXX #53375

From the last (8-k)
c. Capitalization. As of the date hereof, the authorized capital stock of the Company consists of: (i) 6,000,000,000 shares of Common Stock, $0.0001 par value per share, of which 1,579,770,394 shares are issued and outstanding; and (ii) 20,000,000 authorized shares of Preferred Stock, $0.001 par value per share and (iii) Series A preferred stock, par value $0.0001, 720,000 shares issued and outstanding and (iv) Series B preferred stock, par value $1.00, 96,000 shares issued and outstanding; no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock and 183,500,0000 shares are reserved for issuance upon conversion of the Note. All of such