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BillionStack

11/26/06 11:33 AM

#2973 RE: BillionStack #2972

On March 14, 2005 Michael Johnson & Co. LLC. was terminated as the Company's independent auditor. Since its engagement on November 11 2004 to its termination on March 14, 2005, Michael Johnson & Co. LLC. had acted as the Registrant's independent registered public accounting firm. The reports of independent registered public accounting firm Michael Johnson & Co. LLC. on the financial statements of the Registrant and its subsidiaries for the years ended August 31, 2004 and August 31, 2003 did not contain an adverse opinion or a disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope, or accounting principles. However, such reports contained an explanatory paragraph regarding the substantial doubt on the Company's ability to continue as a going concern relating to the reports for the years presented. The termination of Michael Johnson & Co. LLC. was accepted by our board of directors.

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In February 2006 the Company appointed, as its new auditor, Grobstein, Horwath & Company LLP, Certified Public Accountants, whose address is 15233 Ventura Boulevard, Ninth Floor, Sherman Oaks, California 91403. The effective date of engagement agreed to by the parties was February 6, 2006.

Prior to their appointment of the new independent registered public accounting firm, the Company did not consult with the new auditor on the application of accounting principles to a specific completed or contemplated transaction, or the type of audit opinion that might be rendered on the Company's financial statements.

"Very obvious to me that Michael Johnson screwed up the original merger accounting recently uncovered by the SEC during the application process to move to the Bulletin Board."

As a result, it looks like they were fired and the new auditor re-stated the filings to qualify.

Billion