Specific legaleze on the words "In Addition"
Upon completion of the Merger, there were 450,099,879 shares of the
Company's common stock issued and outstanding. In addition, there were 1,458,236
shares of Series C Convertible Preferred Stock issued and outstanding, which
could be converted into 274,491,461 common shares at the market price of $.02
1/2 on October 1, 2007. In addition, there were 100,000 shares of Series B
Preferred Stock issued and outstanding, which could be converted into 80% of the
outstanding common stock. The holders of the Series B Preferred Stock and the
Series C Preferred Stock have voting power equivalent to the common shares into
which the Preferred shares are convertible.