Item 1 Financial Statements

PANGLOBAL BRANDS INC.
AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

					September
		June 30,			30,
		2008			2007
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,069,430		$	1,170,214
Accounts receivable, net of allowance of $335,030 and $14,675 as of		633,999			29,975
June 30, 2008 and September 30, 2007, respectively
Due from factor, net		1,755,581			175,084
Inventory		1,439,153			309,700
Prepaid expenses and other current assets		160,791			51,004
Total current assets	$	5,058,954		$	1,735,977
Property and equipment , net		523,959			210,930
Trademarks and intangible assets		1,177,235
Deposits		134,520			68,065
Total assets	$	6,894,668		$	2,014,972
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued expenses		2,891,527			396,988
Loan from officer		250,000			--
Convertible note payable to shareholders		750,000			10,000
Total current liabilities	$	3,891,527		$	406,988
Commitments and contingencies
Stockholders’ equity :
Common stock, $0.0001 par value:
Authorized - 600,000,000 shares; issued and outstanding – 37,603,530 shares and
26,731,771 shares at June 30, 2008 and September 30, 2007, respectively		10,960			2,673
Additional paid-in capital		14,436,224			6,363,418
Accumulated deficit		(11,444,043	)		(4,758,107	)
Total stockholders’ equity		3,003,141			1,607,984
Total liabilities and stockholders’ equity	$	6,894,668		$	2,014,972

See accompanying notes to consolidated financial statements.

- 2 -

PANGLOBAL BRANDS INC.
AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

		Three Months Ended						Nine Months Ended
		June 30,						June 30,
		2008			2007			2008			2007
Net sales	$	5,321,794		$	201,462		$	8,405,346		$	382,084
Cost of sales		4,268,641			590,264			6,657,008			1,006,442
Gross profit (loss)		1,053,153			(388,802	)		1,748,338			(624,358	)
Costs and expenses:
Design and development		784,967			152,211			2,580,354			229,481
Selling and shipping		708,711			88,972			1,613,190			326,391
General and administrative, including
$815,612 and $279,370 of stock-based
compensation for the three months
ended June 30, 2008 and 2007,
respectively; and $1,878,411 and $279,370
for the nine months ended June 30, 2008
and 2007, respectively		1,890,168			643,018			4,146,940			904,857
Depreciation and amortization		26,862			4,733			62,686			5,711
Total costs and expenses		3,410,708			888,934			8,403,170			1,466,440
		(2,357,555	)		(1,277,736	)		(6,654,832	)		(2,090,798	)
Interest income		82			37,235			22,065			50,724
Interest (expense)		(44,679	)		----			(53,169	)		---
Interest income/(expense), net		(44,597	)		25			(31,104	)		50,724
Net loss	$	(2,402,152	)	$	(1,240,501	)	$	(6,685,936	)	$	(2,040,074	)
Net loss per common share - basic and	$	(0.08	)	$	(0.06	)	$	(0.23	)	$	(0.19	)
diluted
Weighted average number of common
shares
outstanding - basic and diluted		29,661,500			21,293,700			29,401,500			10,802,700

See accompanying notes to consolidated financial statements.

- 3 -

PANGLOBAL BRANDS INC.
AND SUBSIDIARY

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

											Accumulated			Total
								Additional			Deficit			Stockholders’
		Common Stock						Paid-in						Equity
		Shares			Amount			Capital						(Deficiency)
Balance, September 30, 2006 (restated)		3,749,995			375			646,635			(833,236	)		(186,226	)
Shares issued to acquire in connection		11,396,550			1,140			(68,991	)		—			(67,851	)
with reverse merger transaction
Shares issued to related parties for debt
in connection with reverse merger
transaction		975,000			97			389,903			—			390,000
Shares issued in private placement, net
of offering costs of $21,900		10,610,226			1,061			4,751,641			—			4,752,702
Stock-based compensation		—			—			644,230			—			644,230
Net loss for the year ended September 30,
2007		—			—			—			(3,924,871	)		(3,924,871	)
Balance September 30, 2007		26,731,771			2,673			6,363,418			(4,758,107	)		1,607,984
Shares issued in private placement		10,871,759			8,287			6,145,531						6,153,818
		—			—						—
Shares to be issued as loan fees								48,863						48,863
Stock-based compensation		—			—			1,878,412			—			1,878,412
Net loss for the nine months ended June														(6,685,936	)
30, 2008											(6,685,936	)
Balance, June 30, 2008		37,603,530			10,960			14,436,224			(11,444,043	)		3,003,141

See accompanying notes to consolidated financial statements.

- 4 -

PANGLOBAL BRANDS INC.
AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

		Nine			Nine
		Months			Months
		Ended			Ended
		June 30,			June 30,
		2008			2007
Cash flows from operating activities
Net loss	$	(6,685,936	)	$	(2,040,074	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation and amortization		62,686			5,511
Provision for bad debts		320,355
Provision for returns		(76,403	)
Stock-based compensation		1,878,412			279,370
Stock issued as loan fees		48,863			---
Loss on abandoned leasehold improvements		4,243
Changes in operating assets and liabilities:
(Increase) decrease in -
Accounts receivable		(924,379	)		---
Due from factor		(1,504,094	)		(188,379	)
Inventory		(1,129,453	)		(400,393	)
Prepaid expenses and other current assets		(109,787	)		(5,737	)
Deposits		(66,455	)		(10,800	)
Increase (decrease) in -
Accounts payable and accrued expenses		2,494,539			200061
Net cash used in operating activities		(5,687,409	)		(2,160,241	)
Cash flows from investing activities
Purchase of office equipment		(379,958	)		(126,983	)
Purchase of trademarks and intangible assets		(1,177,235	)		---
Net cash used in investing activities		(1,557,193	)		(126,983	)
Cash flows from financing activities
Gross proceeds from private placements		6,153,818			4,752,702
Loan from related party-officer		400,000			-
Proceeds from shareholder note		750,000			390,000
Repayment of related party loan		(160,000	)		(300,000	)
Net cash provided by financing activities		7,143,818			4,842,702
Net increase/(decrease) in cash		(100,784	)		2,555,478
Cash and cash equivalents at beginning of period		1,170,214			150,922
Cash and cash equivalents at end of period	$	1,069,430		$	2,706,400

(continued)

- 5 -

PANGLOBAL BRANDS INC.
AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)

		Nine			Nine
		Months			Months
		Ended			Ended
		June 30,			June 30,
		2008			2007
Supplemental disclosures of non-cash investing and
financing activities:
Liabilities assumed in connection with reverse merger	$	---		$	67,851
Common stock issued in payment of debt	$	---		$	390,000
Common stock issued as loan fees	$	48,863		$	---
Supplemental disclosures of cash flow information:
Cash paid for -
Interest	$	53,169		$	---
Income taxes	$	---		$	---

See accompanying notes to consolidated financial statements.

- 6 -

PANGLOBAL BRANDS INC. AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Basis of Presentation

Organization and Nature of Operations

     EZ English Online Corp, a Delaware corporation (“EZ English”), was incorporated in the State of Delaware on March 2, 2005. EZ English sold common stock pursuant to a registration statement on Form SB-2 declared effective by the Securities and Exchange Commission on February 28, 2006, and raised gross proceeds of approximately $85,000. Through September 30, 2006, EZ English was a development stage company offering a teacher training course to teach English as a second language over the Internet.

     Beginning in December 2006, in conjunction with a new controlling shareholder acquiring approximately 79% of the issued and outstanding common shares, EZ English began a program to discontinue its existing business operations and prepare to enter the fashion industry. On February 2, 2007, in order to better reflect its future business operations and prepare for its acquisition of Mynk Corporation, a privately-held Nevada corporation (“Mynk”), EZ English completed a merger with its wholly-owned Delaware subsidiary, in order to effect a name change to Panglobal Brands Inc. (“Panglobal”), and effected a six-for-one forward split of its outstanding common stock. All common share amounts referred to herein are presented on a post-split basis. All options referred to herein were issued on a post-split basis.

     Mynk was incorporated in Nevada on February 3, 2006 to engage in the business of design, manufacture and distribution of clothing and accessories throughout the United States and Canada.

     Unless the context indicates otherwise, Panglobal and Mynk are hereinafter referred to as the “Company”.

     The Company sells its products through a network of wholesale accounts. The Company was considered a “development stage company” as defined in Statement of Financial Accounting Standards No. 7, “Accounting and Reporting by Development Stage Enterprises” until December 31, 2007, as it had not yet commenced any material revenue-generating operations, did not have any material cash flows from operations, and was dependent on debt and equity funding to finance its operations. The Company recorded approximately $8.4 million in revenue in the six months ended June 30, 2008 and is still dependent on financing, but no longer considers itself a “development stage company”. The Company has elected September 30 as its fiscal year-end.

Basis of Presentation

     On May 11, 2007, Mynk completed a transaction with Panglobal, whereby Mynk became a wholly-owned subsidiary of Panglobal (see Note 3). Panglobal was a development stage company and had terminated its prior operations by that date and was essentially a shell company seeking a new business opportunity. For financial reporting purposes, Mynk was considered the accounting acquirer in the merger and the merger was accounted for as a reverse merger. The determination to account for this transaction as a reverse merger was based on the fact that the shareholders and officers of Mynk acquired effective control of Panglobal at the conclusion of the transactions described herein, through control of the Board of Directors and ownership of approximately 43% of the issued and outstanding shares of common stock of Panglobal. Additional factors that Panglobal considered in arriving at this determination included that through a series of planned and interdependent transactions beginning in December 2006, as disclosed in Panglobal’s prior filings with the Securities and Exchange Commission, Panglobal and its controlling shareholder (who owned approximately 79% of the outstanding common shares in December 2006) terminated Panglobal’s prior business operations, changed its name, appointed new officers and directors, entered into a series of stock-based transactions funded by Panglobal’s controlling shareholder to facilitate the acquisition

- 7 -

and operations of Mynk, and raised approximately $4,750,000 of equity capital from investors to fund the business operations of Mynk as a wholly-owned subsidiary of Panglobal.

     The controlling shareholder of Panglobal returned 18,975,000 shares of common stock to the Company for cancellation immediately prior to the closing of the transaction on May 10, 2007. Of the 11,396,550 shares of common stock retained by the Panglobal shareholders on May 11, 2007 upon the closing of the transaction, 5,025,000 shares were owned by the controlling shareholder, resulting in the other public shareholders owning 6,371,550 shares. Of such 5,025,000 shares, 2,025,000 shares were subject to purchase and escrow agreements transferring such shares to new management at June 30, 2007, and of the remaining 3,000,000 shares, 2,500,000 were transferred to a consultant to the Company, Lolly Factory (see Note 8), and 250,000 transferred to the Chief Financial Officer(see Note 3).

     Accordingly, the historical financial statements presented herein are those of Mynk and do not include the historical financial results of Panglobal, except for the period subsequent to May 11, 2007. The stockholders’ equity section of Panglobal has been retroactively restated for all periods presented to reflect the accounting effect of the reverse merger transaction. All costs associated with the reverse merger transaction were expensed as incurred.

Interim Financial Information

     The interim consolidated financial statements are unaudited, but in the opinion of management of the Company, contain all adjustments (including normal recurring adjustments), necessary to present fairly the financial position at June 30, 2008, the results of operations for the three and nine months ended June 30, 2008 and 2007, and the cash flows for the nine months ended June 30, 2008 and 2007.

     Operating results for the three and nine months ended June 30, 2008 are not necessarily indicative of the results to be expected for the full fiscal year ending September 30, 2008.

2. Business Operations and Summary of Significant Accounting Policies

Going Concern and Plan of Operations

     The Company’s financial statements have been presented on the basis that it is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Prior to December 31, 2007 the Company had been in the development stage. It has generated approximately $8.4 million in revenues from operations for the six months ended June 30, 2008, but is still dependent upon debt and equity financing which raises substantial doubt about its ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to develop continued additional sources of capital, and achieve profitable operations. As of June 30, 2008, the Company had an accumulated deficit of $11,444,043; and had incurred a net loss of $6,685,936 and used net cash in operating activities of $5,687,409 for the nine months ended June 30, 2008. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.

     At June 30, 2008, the Company has had two quarters of material revenue-generating operations. Principal activity through December 31, 2007 related to the Company’s formation, capital raising efforts and initial product design and development activities. Revenue generating activities generated $8.1 in revenue for the period from January 1-June 30, 2008 and the Company has an order backlog of approximately $8.5 million in prospective sales. The Company has yet to generate any material cash flows from operations, and is essentially dependent on debt and equity funding from both related and unrelated parties to finance its operations.

     Prior to February 28, 2007, the Company’s cash requirements were funded by advances from Mynk’s founders. On February 27, 2007, the Company completed an initial closing of its private placement (see Note 3), selling 9,426,894 shares of common stock at a price of $0.45 per share and receiving net proceeds of $4,220,203. On February 28, 2007, the Company completed a second closing of its private placement, selling 1,183,332 shares of common stock at a price of $0.45 per share and receiving net proceeds of $532,499.

- 8 -

     On October 23, 2007, the Company closed a private placement of 2,871,759 units for gross proceeds of $2,153,819. Each unit was sold for $0.75 and consists of one common share and one common share purchase warrant. Each common share purchase warrant entitles the holder to purchase, if exercised, one additional common share of our company at a price of $1.00 per common share until October 23, 2008 and at $1.50 per common share if exercised during the period from October 24, 2008 until the warrants expire on October 23, 2009.

     The Company raised $4,000,000 in a private placement selling 8,000,000 of its common shares at a price of $0.50 per share which officially closed on July 11, 2008; but is reflected at June 30, 2008 as cash had been received by the Company at quarter-end.

Principles of Consolidation

     The accompanying consolidated financial statements include the financial statements of Panglobal and its wholly-owned subsidiary, Mynk Corporation. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

     The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

     The carrying amounts of cash and cash equivalents, accounts receivable, due from factor, prepaid expenses, accounts payable, accrued expenses, loan from officer and convertible note payable to shareholders approximate their respective fair values due to the short-term nature of these items and/or the current interest rates payable in relation to current market conditions.

Cash and Cash Equivalents

     The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. At times, such cash and cash equivalents may exceed federally insured limits. The Company has not experienced a loss in such accounts to date. The Company maintains its accounts with financial institutions with high credit ratings.

Accounts Receivable

     The Company extends credit to customers whose sales invoices have not been sold to our factor based upon an evaluation of the customer’s financial condition and credit history and generally require no collateral. Management performs regular evaluations concerning the ability of our customers to satisfy their obligations and records a provision for doubtful accounts based on these evaluations. Based on historical losses, existing economic conditions and collection practices, the Company’s allowance for doubtful accounts has been estimated to be $335,000 at June 30, 2008. The Company’s credit losses for the periods presented have not significantly exceeded management’s estimates.

- 9 -

Concentration of Credit Risks

     During the nine months ended June 30, 2008 sales to two customers accounted for 34% and 18% of the Company’s net sales. During the nine months ended June 30, 2008, purchases from one supplier totaled approximately $1,308,000. At June 30, 2008, one customer accounted for 62% of the Accounts Receivable, net of allowance. At June 30, 2008, two customers accounted for 46% and 13%, respectively, of the Due From Factor.

Inventory

     Inventories are valued at the lower of cost or market, with cost being determined by the first-in, first-out method. The Company continually evaluates its inventories by assessing slow-moving product and records mark-downs as appropriate. At June 30, 2008, inventories consisted of finished goods, work-in-process and raw materials.

Property and Equipment

     Property and equipment are recorded at cost. Expenditures for major renewals and improvements that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. When assets are retired or sold, the property accounts and related accumulated depreciation and amortization accounts are relieved, and any resulting gain or loss is included in operations.

     Depreciation is computed on the straight-line method based on the estimated useful lives of the assets of five years. Leasehold improvements are amortized over the remaining life of the related lease, which has been determined to be shorter than the useful life of the asset.

Impairment of Long-Lived Assets and Intangibles

     Long-lived assets, including purchased intangible assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. There were no indicators of impairment of long lived assets or intangibles based upon management’s assessment at June 30, 2008.

Revenue Recognition

     The Company recognizes revenue from the sale of merchandise to its wholesale accounts when products are shipped and the customer takes title and assumes the risk of loss, collection of the relevant receivable is reasonably assured, pervasive evidence of an arrangement exists, and the sales price is fixed or otherwise determinable. Sales allowances are recorded as a reduction to revenue. Management has evaluated the effects of estimating and accruing for sales returns in the current and prior periods and provides for an estimated allowance for returns based upon historical percentages.

Design and Development

Design and development costs related to the development of new products are expensed as incurred.

Advertising

     The Company expenses advertising costs, consisting primarily of placement in publications, along with design and printing costs of sales materials when incurred. Advertising expense for the nine months ended June 30, 2008 and June 30, 2007 amounted to $39,745 and $3,004, respectively.

- 10 -

Shipping and Handling Costs

     The Company records shipping and handling costs billed to customers as a component of revenue, and shipping and handling costs incurred by the Company for inbound and outbound freight are recorded as a component of cost of sales. Total shipping and handling costs included as a component of cost of sales amounted to approximately $181,640 and $12,586 for the nine months ended June 30, 2008 and June 30, 2007, respectively.

Stock-Based Compensation

     Effective February 3, 2006, the Company adopted Statement of Financial Accounting Standards No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123R”), a revision to SFAS No. 123, “Accounting for Stock-Based Compensation”. SFAS No. 123R requires that the Company measure the cost of employee services received in exchange for equity awards based on the grant date fair value of the awards, with the cost to be recognized as compensation expense in the Company's financial statements over the period of benefit, which is generally the vesting period of the awards. Accordingly, the Company recognizes compensation cost for equity-based compensation for all new or modified grants issued after February 3, 2006 (Inception).

     The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with EITF No. 96-18, “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services”, and EITF 00-18, “Accounting Recognition for Certain Transactions involving Equity Instruments Granted to Other Than Employees”, whereas the value of the stock compensation is based upon the measurement date as determined at either (a) the date at which a performance commitment is reached or (b) at the date at which the necessary performance to earn the equity instruments is complete.

Income Taxes

     The Company accounts for income taxes under Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes”, which requires the recognition of deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities.

     The Company will provide a valuation allowance for the full amount of the deferred tax asset since there is no assurance of future taxable income. Tax deductible losses can be carried forward for 20 years until utilized.

     Effective January 1, 2007, the Company adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No. 109, Accounting for Income Taxes” (“FIN 48”). FIN 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under FIN 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. FIN 48 also provides guidance on de recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The adoption of the provisions of FIN 48 did not have a material effect on the Company’s financial statements. The Company currently files or has in the past filed income tax returns in Canada and the United States. The Company is subject to tax examinations by tax authorities for tax years ending in 2006 and subsequently.

     The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of June 30, 2008, the Company has no accrued interest or penalties related to uncertain tax positions.

- 11 -

Loss per Common Share

     Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share are the same for all periods presented because all warrants and stock options outstanding are anti-dilutive. The related party loan may be convertible to common shares if not repaid by August 31, 2008, but the conversion is also anti-dilutive. The 2,884,612 shares of common stock issued to the founders of Mynk in conjunction with the closing of the reverse merger transaction on May 11, 2007 have been presented as outstanding for all periods presented.

3. Share Exchange Agreement and Private Placement

     As a result of the sale of the 10,610,226 shares of common stock in late February 2007 at a per share price of $0.45, and the acquisition of Mynk by Panglobal effective May 11, 2007, the Company has determined that the grant date fair value charge to operations for all stock options and other similar stock-based compensation that is amortizable over future periods should begin on May 11, 2007, since that is the date on which acquisition occurred and the period of benefit therefore began. Since the Company’s common stock traded on a very limited and sporadic basis prior to May 11, 2007, the Company has also determined that the best indicator of fair value of the Company’s common stock on May 11, 2007 was the $0.45 per share cash price paid by the investors in the recent private placement, who owned approximately 40% of the issued and outstanding shares of common on May 11, 2007. These determinations affected the accounting for the stock-based transactions noted below through June 30, 2008.

Share Exchange Agreement

     On May 11, 2007, pursuant to a Share Exchange Agreement dated as of February 15, 2007 (the “Share Exchange Agreement”) by and among Panglobal, the shareholders of Mynk Corporation (“Selling Shareholders”) and Mynk, Panglobal issued 3,749,995 shares of its common stock in exchange for all of the issued and outstanding shares of Mynk, issued 975,000 shares of it common stock in payment of $390,000 of outstanding loans to Mynk, and agreed to reimburse a shareholder of Mynk up to $100,000 for outstanding amounts due (the “Exchange”).

     Previously, on February 3, 2006, Mynk had issued 10,000,000 shares of its common stock to its founders for $497,700 in cash, and 3,000,000 shares of its common stock valued at $149,310, as loan fees on June 20, 2006, for a total of 13,000,000 shares, which constituted all of the issued and outstanding shares of Mynk prior to the Exchange. The share exchange was conducted on the basis of 0.2884615 common shares of Panglobal for every one common share of Mynk. As a result of the Exchange, Mynk became a wholly-owned subsidiary of Panglobal.

     The Company also agreed to file with the Securities and Exchange Commission, within a reasonable time following the closing of the Share Exchange Agreement, a registration statement on Form SB-2 to effect the registration of half of the shares of the common stock that were issued to Mynk shareholders pursuant to the Share Exchange Agreement. There was no specified filing deadline or financial penalty if the Company failed to file the registration statement.

     Pursuant to the Exchange, Panglobal issued to the Selling Shareholders 3,749,995 shares of its common stock. Panglobal had a total of 26,731,771 shares of common stock issued and outstanding after giving effect to the Exchange and the 10,610,226 shares of common stock issued in the Company’s two private placements.

     As a result of the Exchange and the shares of common stock issued in the two private placements, on May 11, 2007, the stockholders of the Company immediately prior to the Exchange owned 11,396,550 shares of common stock, equivalent to approximately 43% of the issued and outstanding shares of the Company’s common stock, and the Company was controlled by the former stockholders of Mynk at that time.

- 12 -

Private Placements

     On February 27, 2007, in anticipation of the Exchange, the Company sold an aggregate of 9,426,894 shares of its common stock to fifty accredited investors in an initial closing of its private placement at a per share price of $0.45, resulting in aggregate gross proceeds to the Company of $4,242,103. Net cash proceeds to the Company, after the deduction of all private placement offering costs and expenses of $21,900, were $4,220,203.

     On February 28, 2007, the Company sold an aggregate of 1,183,332 shares of its common stock to nine accredited investors in a second closing of the private placement at a per share price of $0.45, resulting in aggregate gross proceeds to the Company of $532,499. Net cash proceeds to the Company were also $532,499.

     Stephen Soller, the Comp