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feinanddandy

12/24/09 5:39 PM

#25 RE: CEOA1US #22

And now you know why:

We entered into a share exchange agreement (the "Share Exchange Agreement") with SquareOne Medical, Inc. ("SquareOne"), a Nevada company, and the shareholders of SquareOne (the "SquareOne Shareholders") on June 25, 2009 (the "Closing Date"). On the Closing Date, pursuant to the terms of the Share Exchange Agreement, we acquired all of the issued and outstanding common stock of SquareOne from the SquareOne Shareholders. In exchange, we issued to the SquareOne Shareholders, their designees or assigns, 35,000,000 shares of our common stock. In addition, at the Closing Date, Hadas Yaron and Yosef Itamar Krytman, our former officers and directors, and Avraham Yoel Zeitlin, our principal shareholder, cancelled a total number of 15,000,000 shares of our Common Stock. As a result of the cancellation, the 35,000,000 shares represent approximately 77.78% of our common stock


Liquidity and Capital Resources

We are a development stage company. As of September 30, 2009, we have incurred
an accumulated net loss of $3,700,955. At September 30, 2009, we had cash and
cash equivalents of $70,822.
Our independent auditor has raised concern about
our ability to continue as a going concern. Management is trying to raise
additional capital through sales of common stock, as well as seeking financing
from third parties.