Title of Class

Name and Address of Beneficial Owner(1)

Amount of Beneficial Ownership

Percentage of Class
Current Executive Officers and Directors:




Series A Convertible Preferred Stock(2)

Steven M. Samblis
1746 N. Orange Drive, Suite 902, Hollywood, California 90028.

240,000,000
shares

100%



Joshua Mandel
1746 N. Orange Drive, Suite 902, Hollywood, California 90028.


-0-
shares


-0-
Series A Convertible Preferred Stock Total of All Current Directors and Officers

240,000,000
shares

100%

(1)

As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security or the soul or shared investment power with respect to a security (i.e., the power to dispose of, to direct the disposition of, a security). In addition, for purposes of this table, a person is deemed, as of any date, to have "beneficial ownership" of any security that such person has the right to acquire within 60 days after such date.
(2)

Holders of Series A Convertible Preferred Stock are entitled to vote together with the holders of our common stock on all matters submitted to shareholders at the rate of 10 votes for each share held. Holders of Series A Convertible Preferred Stock are also entitled, at their option, to convert their shares into shares of our common stock on a 10 for 1 basis.