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treepeople

08/23/05 1:08 PM

#27127 RE: USF11 #27105

ECVG - from most recent Form 4 filing -- looks like a lot more than 87 million out...

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Explanation of Responses:
( 1) Homes For America Holdings, Inc. benefically owns 148,225,057,111 shares of Common Stock, including 41,440,201,370 shares of Common Stock and 106,784,855,741 shares issuable upon conversion of the 816,000 shares of Enclaves Series A Convertible Preferred Stock. Pursuant to a reincorporation merger between Alliance Towers, Inc. and the Issuer, effectuated on July 7, 2005, each share of Alliance Common Stock was converted into an equal number of shares of the Issuer, each outstanding share of Alliance Series A Preferred Stock was converted into an equal number of shares of Enclaves Series B Preferred Stock (which provides holders with the same rights previously afforded to the holders of Alliance Series A Preferred Stock) and each outstanding share of Alliance Series B Preferred Stock was converted into an equal number of shares of Enclaves Series A Preferred Stock (which provides holders with the same rights previously afforded to the holders of Alliance Series B Preferred Stock).
( 2) The Form 3 dated April 27, 2005 reported the beneficial ownership of the Reporting Person as 2,818,936,770 rather than 148,225,057,111 because at the time the Company had no authorized but unissued common stock.
( 3) Pursuant to a reincorporation merger between Alliance Towers, Inc. and the Issuer, effectuated on July 7, 2005, each outstanding share of Alliance Series A Preferred Stock was converted into an equal number of shares of Enclaves Series B Preferred Stock (which provides holders with the same rights previously afforded to the holders of Alliance Series A Preferred Stock).
( 4) Each share of Enclaves Series B Convertible Preferred Stock is convertible, at any time, at the option of the holder, into 6439.937433 shares of Common Stock.
( 5) Enclaves Series B Preferred Stock is convertible at any time, provided that there is sufficient authorized Common Stock.
( 6) There is no expiration date associated with this series of preferred stock.
( 7) Six million shares of Enclaves Series B Convertible Preferred Stock were converted into 38,621,264,600 shares of Common Stock.