The Registrant issued 896,600,000 shares of its common stock pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933.  The offering was not a public offering as defined in Section 4(2) due to the limited number of persons that received the shares and the manner of the offering.  Four Hundred Forty-five Million (445,000,000) shares were issued in connection with the Company’s acquisition of Western Grade, LLC (as previously disclosed), and 441,600,000 were issued in connection with the conversion of the Company’s preferred shares to common stock.  In addition, the shareholders represented that they had the necessary investment intent as required by Section 4(2) and agreed to and received share certificates bearing a legend stating that the securities were restricted pursuant to Rule 144 of the Securities Act.

As a result of these transactions the Company now has approximately 972,600,000 shares of common stock outstanding