Replies to post #803070 on BB's Stock Haven

[PDC ™]

considering pps and chart the cd's are minimal

Section 3.02 Unregistered Sales of Equity Securities


As disclosed under Item 1.01 (Entry into a Material Definitive Agreement) in Form 8-K filed with the Securities and Exchange Commission on May 19, 2006 (file no. 333-22175), the Registrant entered into a Securities Purchase Agreement with New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC (collectively, the "Investors") on November 18, 2005 for the sale of (i) $750,000 in callable secured convertible notes (collectively, the “Debentures”) and (ii) stock purchase warrants to buy 1,000,000 shares of common stock.


On July 6, 2006, the Investors irrevocably elected to convert a total of $16,170.00 of the principal amount of the Debentures into 1,000,000 shares of common stock of the Registrant, at an applicable conversion price of $0.01617, in accordance with the terms and conditions of the Debentures.


On July 26, 2006, the Investors irrevocably elected to convert a total of $19,500.00 of the principal amount of the Debentures into 3,000,000 shares of common stock of the Registrant, at an applicable conversion price of $0.0065 in accordance with the terms and conditions of the Debentures. As of this date, the Investors owned an aggregate of 4,000,000 shares of the Registrant’s issued and outstanding common stock.


On August 26, 2006, the Investors irrevocably elected to convert a total of $12,939.00 of the principal amount of the Debentures into 3,000,000 shares of common stock of the Registrant, at an applicable conversion price of $0.004313, in accordance with the terms and conditions of the Debentures. The foregoing issuances represented an aggregate of 10.42% of the issued and outstanding shares of common stock of the Registrant.