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Thanks and any help you can send my way I appreciate it.I have done one buy and one sell and a second buy so far. Im UP 50%

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[This message has been edited by DOUBLE L (edited August 14, 2004).]

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ZWLL -- ZannWell, Inc.
United Leisure Corporatio (OBB : UTDL)
AUTO-Q INTERNATIONAL INC (OBB : AUTQ)
Eagle Building Techno. (OBB : EGBT)
Quest Products Cp (OBB : QPRC)
Thanks for your time!!

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[This message has been edited by glassman (edited August 15, 2004).]

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------------------
whizknock

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Is ok, I saw it too, but hope there was some redeeming indicators somewhere.
Thanks LL, I appreciate it.

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The Company is currently in default of a note payable in the amount of $281,458 as of March 31, 2004. The Company is currently exploring its options to work out a settlement with this creditor. Interest is being accrued at the rate of 9%.
The Company also signed a note in September 2003 in the amount of $500,000 with Pine Curtain Production Company that matures June 28, 2004 and accrues interest at the rate of 10% per annum beginning April 28, 2004. The promissory note calls for payment from the pledged saving account once it is released by the letter of credit with Occidental Petroleum.
The aggregate market value of common stock held by non-affiliates of the registrant at March 31, 2004, based upon the last
closing price on the OTCBB on March 31, 2004, was $ 4,500,000. As of March 31, 2004, there were 150,000,000 shares of common stock and
4,393,741 shares of Preferred stock outstanding. The total number of Common shares authorized for the Corporation is
500,000,000. The total number of Preferred shares authorized for the Corporation is 5,000,000.
Transitional Small Business Disclosure Format:
Current Assets Cash
$ 479
500 MIL. IN SHARES AND $479 IN THE BANK. No it’s not in thousands.

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thanks

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GAMX I like a charts that waves at me I would try to buy at .015 -.018 and play the standard 30% on news If you are holding when big news hits go for more.

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Mike:

When we took control of the Company two years ago, former management had not paid bills, had signed various leases and defaulted on them, had stiffed employees for salaries, and had not paid IRS employment withholding taxes--- and left about $900 in the bank account that they obviously did not know was there or they would have stolen that too.

During the first year of our involvement (2002-2003), most of our time was spent in answering irate telephone calls, nasty letters from various lawyers, angry shareholders and dealing with court judgments that various creditors had won against the company who had been avoiding various creditors for years. There was over $5 million in debt levied against the company and there were no real assets. John Adair even tried to force the company into involuntary bankruptcy claiming that he was the largest unsecured creditor of the Company due to non paid salary--after we fired him for his fraudulent mismanagement of the company. Enough whining!

Bottom line is that we have spent considerable time in negotiating with several of the largest creditors who hold judgements against the company and all have settled for about .50 on the dollar. The first of those is in the amount of $281,458 which is to be paid to a power engineering consultant in Virginia that sued and won a judgment against the company for an unpaid consulting bill of over $450,000. This was for work commissioned by John W. Adair that never led to any useful end for the company. We keep in close contact with that lawyer and they will be paid as soon as we get our stock price up, reverse split, register common shares for sale with an S-3 registration statement with the SEC--then we can sell common stock to raise the necessary funds to pay this debt. The company as a whole carries about $1 million in debt that is all in about the same state. Pending our ability to finally sell stock again, we will get these people paid off by selling some stock after the reverse split (see discussion below).

The promissory note to Pine Curtain was for the option to participate in the Eugene Island 294 project in the Gulf of Mexico. We have already paid off this note using the funds which were held in escrow by our former partner in Yemen Block 20--Occidental Petroleum. Those funds (approximately $700,000) were returned as a result of our settlement conditions with Occidental, once we had lost our interest in Block 20 as a result of an international arbitration in Paris. This settlement with Occidental also allowed us to remove over $4,000,000 in debt owed to Occidental due to the default by former managment of that project. Eugene Island 294 is a very sound low risk drilling venture and we are very close to raising sufficent capital through a private placement of our restricted stock to participate in drilling some new wells on that platform, which if successful, will provide near term cash flow. We hope that drilling can commence this fall.

When we gained control of the Company back in 2002, former management had issued all authorized common shares of stock (150 million shares) and had left nothing but debt to show for the sale of all of this stock. This of course is the basis for the proxy battle run by the SCORE Group, Inc.

In order for the Company to ever have a chance to move forward, it was necessary to have the shareholders authorize additional shares of common stock that could ultimately be issued by the Company treasury. That number was authorized at 500 million shares at last year's Annual Meeting. However, our total outstanding shares of common stock today is about 180 million (not 500 million) as you might have thought from this disclosure statement.

Again, since all authorized common stock of the company was already issued, our managment team did not have any money, any assets, any common stock to sell in order to raise capital to run the company. The only capital asset left in the company was 5 million shares of prefered stock. The Board of Directors authorized that this stock be set with a value of $1.00 per share and with voting and conversion rights into common stock of 1:1,000 (one pref share converts into 1000 common shares and gets 1000 votes in a shareholders election). At the time this decision was made our common stock was selling for $0.01 --thus the conversion rate of 1000:1 into common stock.

Since that time, the Company has issued approximately 4.8 million of those pref shares to various employees and closely held business partners in order to secure the various projects that the Company is now working on. At some time in the future those shares (at the option of the holder) can be converted into common stock--but only at such time as sufficent common shares are actually available for the conversion. If you do your math, you will notice that the 4.8 million pref shares convert into 4.8 billion common shares. This of course is well above the 500 million common shares authorized by the shareholders of the company. So you might ask--what the hell is all of this about and what does it mean to a shareholder?

Essentially this brings us to the need to conduct a reverse split of ENDE stock. If you read over the discussion of the reverse split in last years proxy statement, you will note that all shares, both common and preferred will reverse split on the same ratio. If we make an assumption that we reverse split the stock at a price of $0.25/share the reverse split ratio becomes 28:1 (twenty eight old shares becomes one new share). Divide $7.00 by $0.25 and get a ratio of 28:1.

This means that post reverse split:
180,000,000 old common shares (outstanding) becomes 6,428,571 new common shares. [ Divide 180,000,000 by 28.]
4.8 million old pref shares (converting to 4.8 billion common shares) becomes 171,428,571 new common shares. [ Divide 4,800,000,000 by 28.]

This means the new total outstanding amount of stock in the corporation is 177,857,142 common shares (assuming all pref shares have converted into common shares) which can be then multiplied by $7.00/share to derive a market capitalization measure of $1,245,000,000. Yes, that is $1.245 billion dollars in market capitalization.

This means that existing common shareholders will retain about 3.6% of the company while the current preferred shareholders will own 96.4% of the company. The current preferred shareholders are a very small group of people, including myself, who have invested the sweat, brains and will power to bring us all to this point. They have all been in this business venture for the long haul and have no intention of cashing in to make the quick buck after the reverse split.

Some will say that this represents massive dilution of the shareholders. However, the alternative was to declare bankruptcy which would have wiped out all existing shareholder value. We think this actually represents a rare opportunity for an investor such as yourself.

Think of it this way. After the reverse split, there wil be 177 million shares issued and outstanding (in a company with the project portfolio that you have already seen in our brochure--which is still confidential by the way.) However 171 million of those shares are held by the insiders of the company and will not be traded or sold in the open market. The actual float of shares available for trading in the open market will only be the 6.4 million shares currently held by our common stock shareholders. Our stock price is a function of the supply and demand for the stock in the open market. There will be a very limited supply and it is up to company managment to create the demand for the stock by providing good news about our projects, financing for those projects and finding oil and gas to add to our balance sheet. We are very close to reporting success on all of those fronts. It is our control over how much new stock is in the market combined with the types of real projects that the company is engaging in that will support our stock price to move north from $7.00 to something that is representative of a company with a market capitalization like ENDE will have at that time. The real added value will of course take some time--projects will have to have some success and our balance sheet will have to be showing proper fundamentals for a period of time (1-2 years?) before the market will truly believe that we are a real company.

After the reverse split, we will qualify to move to the NASDAQ National Marketing System. Since the stock price will be about $7.00 at that time, ENDE stock will be handled by reputable market makers and the large brokerage houses like Merrill Lynch, Solomon Smith Barney and the like will be able to represent this stock to their customers. The stock can then be margined and is then something that can be found in institutional portfolios. This will bring a certain level of stability to our stock price that is impossible as long as we remain on the Bulletin Board and subject to the lax rules in that environment.

I just got your message about the price per share in the short term. Our plan there is to begin announcing financing and projects during September. We are going to have to rely on sustained buying during that time to dry up the availability of shares in the open market which will cause the price in the open market to raise up.

I'll try to call you this week and we can discuss how that might happen.

dB

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Joe

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[This message has been edited by DOUBLE L (edited August 16, 2004).]

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This means that existing common shareholders will retain about 3.6% of the company while the current preferred shareholders will own 96.4% of the company. The 180 mil. shares are worth 3% of the company. Do you see how you are supporting the company untill they r/s and then they own 97%. And all this depends on your are faithfull supports to buy more shares.
We are going to have to rely on sustained buying during that time to dry up the availability of shares in the open market which will cause the price in the open market to raise up.
What happens if the price stays at .05 or lower is the planned r/s a 100 to 1. Or do we do a 1,000 for 1 because it is .03.
Do WHAT YOU THINK YOU NEED TO DO. The ceo says to me help us and you get 3%

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