California
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000-32141
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91-2021600
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(State
or jurisdiction of
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(Commission
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(I.R.S.
Employer
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incorporation
or organization)
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File
Number)
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Identification
No.)
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(i)
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On December 18, 2009, the
Registrant decided to dismiss Stark Winter Schenkein & Co., LLP as its
independent accountants. The Registrant’s decision to dismiss SWS was
solely based upon SWS’ engagement partner, Neil Winter, no longer being
associated with SWS and becoming as of December 18, 2009 associated as a
partner with Kingery and Crouse, P.
A.
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(ii)
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SWS’s
report on the financial statements for the past two years ended December
31, 2008, were not subject to an adverse or qualified opinion or a
disclaimer of opinion and were not modified as to uncertainty, audit scope
or accounting principles except that SWS’s report on the financial
statements as of December 31, 2007 and 2008, and each of the years then
ended contained explanatory language that substantial doubt existed about
the Registrant's ability to continue as a going concern due to the
Registrant's net loss and its working capital deficiencies for each of
these years.
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(iii)
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The
decision to change accountants was approved by the Registrant's Board of
Directors; and
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(iv)
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During
the period from our engagement of SWS on February 23, 2005 to the date we
dismissed SWS on December 18, 2009, there were no disagreements with SWS
related to accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements if not
resolved to the satisfaction of SWS, would have caused SWS to make
reference to the subject matter of the disagreement in connection with its
report.
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(v)
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The
Company did not consult with the New Accountant regarding the application
of accounting principles to a specific transaction, either completed or
proposed, or the type of audit opinion that might be rendered on the
Company’s financial statements, and no written or oral advice was provided
by the New Accountant that was a factor considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting
issues.
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(2)
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On
December 18, 2009, the Registrant engaged Kingery and Crouse PA as its
independent accountants.
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(i)
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Not
Applicable
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(ii)
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Not
applicable
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/s/
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Rik
Deitsch
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||
Rik
Deitsch, President, Chief Executive
Officer
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