<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>v032478_ex99.txt
<TEXT>

* Explanation of Response:

      As of April 27, 2004, Morris & Miller, Ltd. held 5,601,000 Shares of
Common Stock of the Issuer.

      As was reported in a Form 8-KSB filed by the Issuer on April 6, 2005,
Morris & Miller, Ltd. and the Issuer resolved various outstanding issues between
the, and to settle the Issuer's claims, Morris & Miller, Ltd., among other
undertakings, agreed to surrender and deliver to the Issuer 1,889,566 shares of
the Issuer's Common Stock.

      Subsequently, these 1,889,566 shares were delivered, and, as of July 25,
2005, the total number of Shares of Common Stock of the Issuer held by Morris &
Miller, Ltd. was as follows:

            Prior Balance                           5,601,000 Shares
            (Disposition)                         (1,889,566 Shares)
            New Balance                             3,711,434 Shares
</TEXT>
</DOCUMENT>
