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jelly

04/16/10 9:08 AM

#678 RE: NHred #675

WOWWWW! thank you for pointing that out. i can add it to the list of things to be excited about here. just haven't got around to reading that huge doc yet. a lot of it not exactly easy reading

7. Acquisition of M3 Lighting, Inc. (M3), and South Atlantic Traffic Corporation (SATCO)

i)

On May 21, 2009, The Company, Asian Ventures Corp., a Nevada corporation (the “Subsidiary”), M3 Lighting, Inc., a Nevada corporation (“M3”), and Strategic Partners Consulting, L.L.C., a Georgia limited liability company (“Strategic Partners”) executed and closed a Plan and Agreement of Triangular Merger (the “Plan of Merger”), whereby M3 merged into the Subsidiary, a wholly-owned subsidiary of the Company. The acquisition has been accounted for at cost basis with no step up in purchase price due to M3 no having ongoing operations as a development stage company and no meeting the definition of a business. We gave 14,320,808 shares of our commons stock to acquire M3.

ii)

On November 4, 2009, the Company, Bob Joyner, a Florida resident ("Joyner"), Stewart Hall, a North Carolina resident ("Hall"), Hunter Intelligent Traffic Systems, LLC, a Georgia limited liability company (“Hunter”) and South Atlantic Traffic Corporation, a Florida corporation ( “SATCO”), executed a Stock Purchase Agreement (the "Agreement") whereas the Registrant acquired all of the outstanding stock and interests held in SATCO. A copy of the Agreement was attached as an exhibit to our Current Report filed with the Commission on November 12, 2009.The acquisition has been accounted for as a purchase under accounting principles generally accepted in the United States (GAAP). Under the purchase method of accounting, in accordance with ARC 805, the assets and liabilities of SATCO are recorded as of the acquisition date at their respective fair values, and consolidated with the Company’s assets and liabilities.
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jelly

04/16/10 9:12 AM

#679 RE: NHred #675

question though. why are those numbers not included on f3, the consolidated balance sheets? i'm sure if i read the whole thing would make sense, just don't have the time right now.