October 21, 2004

To Our Stockholders:

The purpose of this information statement is to inform the holders of
record of shares of our common stock and preferred stock as of the close of
business on the record date, October 1, 2004, that our board of directors has
recommended, and that a majority of our stockholders intend to vote in favor of
resolutions which will accomplish the following:

1. Elect a board of directors composed of three members for the following
year. Management has nominated Wilbert H. Marmion, Ellen Raidl and John Royston.

2. Amend our articles of incorporation to increase the number of our
authorized shares of common stock to 3,000,000,000 shares.

3. Amend our articles of incorporation to increase the number of our
authorized shares of preferred stock to 500,000,000 shares.

4. Ratify the selection of Lopez, Blevins, Bork & Associates LLP as our
independent public accountants for the fiscal years ending December 31, 2003 and
December 31, 2004.

5. Grant discretionary authority to our board of directors to effect a
reverse stock split of our common stock on the basis of one post-consolidation
share for up to each 500 pre-consolidation shares to occur at some time within
12 months of the date of this information statement, with the exact time of the
reverse split to be determined by the board of directors.

We have a consenting stockholder, Mr. Wilbert H. Marmion, our president,
director, and chief executive officer, who holds 2,360,430 shares of our common
stock and 2,870,000 shares of our preferred stock.

Pursuant to our certificate of designation establishing Series A preferred
stock, each share of our currently issued and outstanding preferred stock may be
converted into 40 fully paid and nonassessable shares of our common stock. On
all matters submitted to a vote of the holders of the common stock, including,
without limitation, the election of directors, a holder of shares of the
preferred stock shall be entitled to the number of votes on such matters equal
to the number of shares of the preferred stock held by such holder multiplied by
the number of shares of the common stock each such share of the preferred stock
shall then be convertible. Therefore, Mr. Marmion will have the power to vote
117,160,430 shares of the common stock which number exceeds the 46,489,901
outstanding shares of our common stock as of the record date.

Mr. Marmion will vote to elect the directors, for the amendments to our
articles of incorporation, for the ratification of the appointment of Lopez,
Blevins, Bork & Associates LLP, and for the grant of the discretionary authority
to our directors to implement a reverse stock split. Mr. Marmion has the power
to pass the proposed resolutions without the concurrence of any of our other
stockholders.

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This information statement is being mailed on or about October 21, 2004 to
all stockholders of record as of October 1, 2004.