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The information contained herein is deemed confidential by the company, has not been released publicly and is disclosed for the sole purpose of evaluation by a potential purchaser of the company's Common Stock. Any estimates or projections as to events that may occur in the future (including projections of income, expense and net income) are based upon the best judgment of company management as of the date of this prospectus. Whether or not such estimates or projections may be achieved will depend upon the company achieving its over-all business objectives, including availability of funds resulting from the sale of the shares offered herein. The shares are offered to a limited number of individuals qualified as sophisticated investors, and as a private placement without registration under the Securities Act of 1933 in reliance upon specific exemptions under that act relating to transactions not involving a public offering or solicitation. Transfer of the shares is subject to all of the requirements of the Federal and California Securities Act.
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