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DERBENSKI

08/19/08 1:01 AM

#44065 RE: penwood #44051

'penwood'

I suppose also by definition - shells don't have assets. "operating" may not be the best terminology, but someone is keeping the books, and looking for the best business to r/m with.

They hired an auditor in what, January? and this is August? 8 months and the auditor has brought what forward?


ITEM 4.01. CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT


(2) New Independent Accountants:

(i) The Company engaged, Bongiovanni & Associates, P.A. of Cornelius, North Carolina, as its new independent auditors as of January 2, 2008. Prior to such date, the Company, did not consult with Bongiovanni & Associates, P.A regarding (i) the application of accounting principles, (ii) the type of audit opinion that might be rendered by Bongiovanni & Associates, P.A or (iii) any other matter that was the subject of a disagreement between the Company and its former auditor as described in Item 304(a)(1)(iv) of Regulation S-B.

http://www.pinksheets.com/edgar/GetFilingHtml?FilingID=5628695

Derb