the Company will issue the following number of sh

the Company will issue the following number of shares of the Company’s common stock (the “Shares”) to Seller at the times indicated, in consideration for the acquisition of Seller’s assets: (1) 180,000,000 Shares on or before October 31, 2012 and (2) within twenty (20) business days after the recording of Amended and Restated Articles of Incorporation by the Company with the Wyoming Secretary of State that effect a reverse split of the Company’s issued and outstanding common stock, issue to Seller a number of Shares such that on the date of the issuance of such Shares (the “Share Issuance Date”), the Seller and its affiliates will own a number of shares of the Company’s common stock equal to the quotient derived by dividing 14,500,000 by the average closing bid price of the Company’s common stock quoted on the public securities trading market on which the Company’s common stock is then traded with the highest daily trading volume (as measured during the preceding 90 days), over the fifteen (15) consecutive trading days immediately following the effective date of the reverse stock split, taking into account all other shares of the Company’s common stock already owned by the Seller and its affiliates on the Share Issuance Date.  A copy of the Amendment is attached to this Report as Exhibit 10.1.