EXHIBIT A
On or about December 16, 2003, Reporting Person agreed to accept 1,000,000
unregistered restricted shares of common stock (the "Debt Shares") of the Issuer
in exchange for the cancellation of $323,000 in debt owed by Issuer to Reporting
Person. Said Debt Shares were issued to and received by Reporting Person on
January 5, 2004.
On or about July 25, 2003, Reporting Person acquired 5,361,981 shares of
common stock (the "Settlement Shares") of the Issuer pursuant to a confidential
settlement of a legal action involving a legal debt, owed by the original owner
of the Settlement Shares. On or about December 12, 2003, the Issuer effected a
1:89 reverse stock split (the "Reverse Split") of the Issuer's common stock. The
Settlement Shares were subject to the Reverse Split. Following the Reverse Split
and as a result thereof, the Settlement Shares now account for a total of 60,247
shares of the Issuer's common stock.
Over time, yet prior to July 25, 2003, Reporting Person purchased, in the
open market at various market prices ,a total of 617,569 shares of common stock
(the "Market Shares") of the Issuer. Following the Reverse Split and as a result
thereof, the Market Shares now account for a total of 6,939 shares of the
Issuer's common stock.
According to Issuer's Current Report on Form 8-K, filed with the Securities &
Exchange Commission on or about January 2, 2004, the total number of issued and
outstanding shares of common stock of the Issuer was, following the Reverse
Split and new issuance of 31,000,000 newly issued restricted shares of common
stock of the Issuer, 31,280,925. As a result thereof, Reporting Person now owns
less than five (5%) percent of the total issued and outstanding shares of common
stock of the Issuer.
