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Atlanta1

04/24/13 1:40 AM

#48991 RE: xZx #48990

"There are a large number of shares underlying our convertible securities that may be available for future sale and the sale of these shares may depress the market price of our common stock."

As of April 10, 2013, we had 207,537,435 shares of common stock issued and outstanding and $894,524 of principal amount of convertible debentures outstanding that are convertible into shares of common stock at a discount to the current market price at the time of conversion. At April 10, 2013, these debentures were convertible into approximately 558 million shares of common stock. In addition, the number of shares of common stock issuable upon conversion of the outstanding convertible debentures will increase if the market price of our stock declines.

Furthermore, as of April 10, 2013, we have $2,502,889 of principal face amount of convertible debentures that are convertible into common stock at a fixed conversion price, which is subject to adjustment in the event that we issue stock for a price per share below the then current conversion price. Those debentures are currently convertible into shares of common stock at a price per share of $0.0027, or approximately 927 million shares if fully converted, not including accrued interest. In addition, we have warrants and options outstanding that are exercisable into approximately 14 million shares.

Substantially all of the shares issuable upon conversion of the outstanding convertible debentures may be sold without restriction pursuant to Rule 144. The sale of these shares may adversely affect the market price of our common stock.

We currently have insufficient common shares available to enable the conversion of our convertible debt.