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Dardadog
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CARLSBAD, Calif., July 29 /PRNewswire-FirstCall/ -- FemOne, Inc., a
publicly-traded Nevada corporation (OTC Bulletin Board: FEMO), announced today
that it has successfully closed the first tranche of a three-tranche round of
financing where it will raise gross proceeds of $3,000,000 from the issuance
of 12% Callable Secured Convertible Notes (the "Notes"). The Company expects
to raise net proceeds of approximately $2.4 Million from the issuance of these
Notes once the financing is completed. Proceeds will be used for growth of
its business operations and increased marketing efforts. The remaining two
tranches are expected to close upon the satisfaction of certain requirements
within approximately 120 days.
The two-year Notes are convertible into shares of the Company's common
stock at a conversion price equal to (1) the average of the three lowest
intraday trading prices for the Company's common stock as quoted by the
OTC Bulletin Board during the 20 days prior to the date of conversion, or
(2) $0.75 per share, whichever is lower. Each investor in the financing will
receive, in addition to the Notes, up to 9,000,000 Stock Purchase Warrants
(the "Warrants") to purchase an additional 9,000,000 shares of its common
stock at an exercise price of $0.37 per share. The Warrants will have a five
(5) year term from the date of issuance.
The shares of common stock underlying the Notes and Warrants will be
registered by the Company on a Registration Statement filed with the
Securities and Exchange Commission on Form SB-2.
"We are happy to announce completion of this round of financing," stated
Ray W. Grimm, Jr., the Chief Executive Officer of FemOne, Inc. "The raising
of equity financing is an important milestone for us and brings us needed
capital so that we can focus on growth of our business."

About FemOne, Inc.
FemOne, Inc. (OTC Bulletin Board: FEMO) is a Carlsbad, California based
direct-selling Company with distribution in the United States and Canada.
More information about FemOne and its products can be found on the Company's
web site at www.femone.com, or by calling FemOne Inc. at (760) 448-2498.

Any statements made in this press release which are not historical facts
contain certain forward-looking statements, as such term is defined in the
Private Litigation Reform Act of 1995, concerning potential developments
affecting the business, prospects, financial condition and other aspects of
the Company to which this release pertains. The actual results of the
specific items described in this release, and the Company's operations
generally, may differ materially from what is projected in such
forward-looking statements. Although such statements are based upon the best
judgments of management of the Company as of the date of this release,
significant deviations in magnitude, timing and other factors may result from
business risks and uncertainties including, without limitation, the Company's
dependence on third parties, general market and economic conditions, technical
factors, the availability of outside Capital, receipt of revenues and other
factors, many of which are beyond the control of the Company. The Company
disclaims any obligation to update information contained in any
forward-looking statement.
These forward-looking statements involve known and unknown risks,
uncertainties and other factors that may cause our actual results, levels of
activity, performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievement expressed or
implied by such forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may," "will," "should,"
"could," "intend," "expects," "plan," "anticipates," "believes," "estimates,"
"predicts," "potential," or "continue" or the negative of such terms or other
comparable terminology. Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we cannot guarantee future
results, levels of activity, performance, or achievements. Moreover, neither
we nor any other person assumes responsibility for the accuracy and
completeness of such statements.

SOURCE FemOne, Inc.
-0- 07/29/2004
/CONTACT: FemOne Inc., +1-760-448-2498/
/Web site: http://www.femone.com /
(FEMO)

CO: FemOne, Inc.
ST: California
IN: REA HOU HEA SPM OTC
SU:

------------------
Due Da Due......But Be Quick About It!!!!!


Wid ma mind on ma money an' ma money on ma mind!!!


DaDog


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