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The Company is authorized under its Articles of Incorporation to issue up to 100,000,000 shares of
Common Stock, $0.0001 par value; 5,000,000 shares of Series A Convertible Preferred Stock, $0.0001
par value; and 5,000,000 shares of Series B Convertible Preferred Stock, $0.0001 par value. Currently,
there are approximately 5,360,700 shares of Common Stock issued and outstanding, 958,200 shares of
Series A onvertible Preferred Stock issued and outstanding. Giving effect to the Offering, the Company
will have approximately 5,360,700 shares of Common Stock outstanding, 958,200 shares of Series A
Convertible Preferred Stock outstanding, and 2,000,000 shares of Series B Convertible Preferred Stock
outstanding (assuming 2,000,000 Shares are issued at $10.00 per Share).
The following table sets forth the unaudited capitalization of the Company as of December 31, 2004, and its
pro forma capitalization as adjusted to give effect to the sale of the minimum number of Shares (50,000 at
$10.00 per Share) and maximum number of Shares (2,000,000 at $10.00 per Share) in this Offering. The
data set forth below regarding shares of outstanding stock excludes 200,000 shares of Common Stock
subject to outstanding warrants (including an assumed 200,000 shares of Common Stock subject to
warrants to be issued in connection with this Offering). Potential investors should read this table in
conjunction with the Company’s financial information.
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