LEGAL PROCEEDINGS
−Removed: The Company is not a party to any legal proceedings.
+Added: We are not a party to any legal proceedings.
CHANGES IN SECURITIES AND USE OF PROCEEDS
−Removed: The Company issued securities, which were not registered under the Securities
−Removed: Act of 1933, as amended, as follows:
−Removed: During the Quarter ended September 30, 2003, the Company issued 89,282 shares of
−Removed: common stock to two third-party vendors in order to settle certain outstanding
−Removed: With respect to these transactions, the Company relied on Section 4(2) of the
−Removed: Securities Act of 1933, as amended.
−Removed: The investors were given complete
−Removed: information concerning the Company.
−Removed: The appropriate restrictive legend was
−Removed: placed on the certificates and stop transfer instructions were issued to the
−Removed: transfer agent.
+Added: We issued securities, which were not registered under the Securities Act of 1933, as amended, as follows:
+Added: During the quarter ended December 31, 2003, we issued 21,250 shares of common stock to three independent consultants for services rendered.
+Added: With respect to these transactions, we relied on Section 4(2) of the Securities Act of 1933, as amended.
+Added: The investors were given complete information concerning us and represented that the shares were being acquired for investment purposes.
+Added: The issuances were made without general solicitation or advertising.
+Added: The appropriate restrictive legend was placed on the certificates and stop transfer instructions were issued to the transfer agent.
DEFAULTS UPON SENIOR SECURITIES.
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
−Removed: We held our Annual Meeting of Stockholders on September 25, 2003, for the
−Removed: purpose of (1) electing four directors, and (2) ratifying the appointment of
−Removed: Burr, Pilger & Mayer LLP as the Company's independent accountants for the fiscal
−Removed: year ending March 31, 2004.
−Removed: The following summarizes the voting results:
−Removed: Stockholders elected Anthony N.
−Removed: LaPine, Robert Lanz, Mark Williams and
−Removed: Laurence Murray each until the next Annual Meeting of Stockholders or until
−Removed: their successors have been duly elected and qualified.
−Removed: The vote for each
−Removed: director was as follows:
−Removed: ------------------------------------ ---------------------- ------------------------ ------------------------
−Removed: DIRECTORS VOTES FOR % OF SHARES VOTED VOTES WITHHELD
−Removed: ------------------------------------ ---------------------- ------------------------ ------------------------
−Removed: LaPine 16,818,857 99.3% 117,129
−Removed: ------------------------------------ ---------------------- ------------------------ ------------------------
−Removed: Robert Lanz 16,801,907 99.2% 134,079
−Removed: ------------------------------------ ---------------------- ------------------------ ------------------------
−Removed: Mark Williams 16,801,867 99.2% 134,119
−Removed: ------------------------------------ ---------------------- ------------------------ ------------------------
−Removed: Laurence Murray 16,791,472 99.1% 144,514
−Removed: ------------------------------------ ---------------------- ------------------------ ------------------------
−Removed: The appointment of Burr, Pilger & Mayer LLP as the Company's
−Removed: independent accountants for the fiscal year ending March 31, 2004 was approved.
−Removed: ------------------------ ---------------------------------------- ------------------ ------------------------
−Removed: VOTES FOR % OF SHARES VOTED VOTES AGAINST VOTES ABSTAINED
−Removed: ------------------------ ---------------------------------------- ------------------ ------------------------
−Removed: 16,854,040 99.5% 29,529 52,417
−Removed: ------------------------ ---------------------------------------- ------------------ ------------------------
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.