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SEC Company Response from Telzuit Medical Technologies, Inc. (CIK 0001093837) — Jul 7, 2005

Telzuit Medical Technologies, Inc. (CIK 0001093837)
Date: July 7, 2005 · CIK: 0001093837 · Accession: 0001214782-05-000227

AI Filing Summary & Sentiment

File numbers found in text: 001-15034

Date
July 7, 2005
Author
President and Chief Executive Officer
Form
CORRESP
Company
Telzuit Medical Technologies, Inc. (CIK 0001093837)

Letter

July 7, 2005 VIA EDGAR AND FEDERAL EXPRESS --------------------------------- Ms. Kristi Beshears Division of Corporation Finance U.S. Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549

Re: Taylor Madison Corp., Form 10-KSB for the year ended June 30, 2004, filed October 19, 2004 File No.: 001-15034

Dear Ms. Beshears:

On behalf of Taylor Madison Corp. ("Taylor Madison"), this letter responds to the comments you provided by letter May 26, 2005 regarding Form 10-KSB for the year ended June 30, 2004 for Taylor Madison. Assuming the responses set forth below are satisfactory, we intend to file a revised Form 10-K for the year ended June 30, 2004, which would incorporate our response set forth below and other miscellaneous, non-material changes. Assuming the responses set forth below are satisfactory, we plan to file the revised 10-K on or about July 20, 2005.

Your comments are set forth below in italics, and each is followed by Taylor Madison's response.

1. Please revise your filing to use Form 10-K. The determination as to the reporting category (small business issuer or other) made by a reporting company at the end of its fiscal year governs all reports relating to the next fiscal year. An issuer may not change from one category to another for purposes of Exchange Act reporting within a single fiscal year. Refer to item 10(a)(2)(v) of Regulation S-B.

Assuming the responses set forth below are satisfactory, we intend to revise our filing to use Form 10-K for the year ended June 30, 2004.

2. Please correct the Commission File No. on the cover of the filing. The correct No. is 001-15034.

We have revised the Commission File No. as requested.

3. Please revise the Consolidated Statement of Operations, Consolidated Statement of Stockholder's Equity, and Consolidated Statements of Cash Flows to present data for three full fiscal years in accordance with Article 3 of

<PAGE>

Regulation S-X. Please revise to provide the following periods due to the transition period in 2003:

- For the year ended June 30, 2004; - For the six months ended June 30, 2003 and June 30, 2002; - For the years ended December 31, 2002 and December 30,2001

Corresponding revisions should be made to Management's Discussion and Analysis or Plan of Operation.

We have revised the Consolidated Statements of Operations, Stockholders' Equity and Cash Flows to present data for three full fiscal years. In addition we have included the Consolidated Balance sheet for June 30, 2004 in accordance with Article 3 of Regulation S-X. In addition, we have made the corresponding revisions to Managements Discussion and Analysis.

4. Please revise to provide additional disclosure regarding the possible effects of the conditions giving rise to the substantial doubt about the entity's ability to continue as a going concern, management's evaluation of the significance of the conditions and any mitigating factors, possible discontinuance of operations, and management's future plans. For reference see AU section 341.10.

We have revised the disclosure to provide additional disclosure regarding the possible effects of the conditions giving rise to the substantial doubt about the entities ability to continue as a going concern, managements evaluation of the significance of the conditions, and any mitigating factors, possible discontinuance of operations and management's future plans. The new disclosure reads as follows:

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. There is substantial doubt about the Company's ability to continue as a going concern primarily because of our dependence on outside financing, lack of sufficient working capital, recurring losses from operations and discontinued operations. The Company has incurred net losses since inception in the amount of approximately $11.8 million and has a deficiency in working capital of approximately $635,000 at June 30, 2004. These factors, among others, indicate that the Company may be unable to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company's continuation as a going concern is dependent upon future events, including obtaining financing adequate to support the Company's cost structure and business plans. The Company is seeking to raise $6.5 million to further its business strategy. The Company has a commitment from Lucien Lallouz, its Chief Executive Officer, to purchase up to $200,000 of our common stock at $.05 per share. As of the date of this

<PAGE>

report, Mr. Lallouz has invested $60,000, for which no shares have been issued to date. Other than Mr. Lallouz's subscription, the Company has no commitments from officers, directors or affiliates to provide funding. The failure of the Company to obtain adequate additional financing may require the Company to delay, curtail or scale back some or all of its operations, sales, and marketing efforts. Any additional financing may involve dilution to the Company's then-existing shareholders. The Company may also seek to enter into a merger or acquisition.

5. Please tell us what consideration you gave to EITF 99-19 when accounting for the revenue and related costs of sales in the drop-ship transaction on a gross basis in the Statement of Operations. Per EITF 99-19 and Question 10 of SAB 101 Topic 13-A, if the company performs as an agent or broker without assuming the risks and rewards of ownership of the goods, sales should be reported on a net basis. Please advise or revise as necessary.

After further evaluation, we have revised the Consolidated Statement of Operations to reflect net profit from the Company's drop ship sale net of cost.

6. We note from your disclosure on pages four and 21 that the transaction with Omniscent Corp. to acquire the rights to the Cara Mia brand did not close and the two companies agreed not to pursue the agreement. In this regard, please explain how you had the authority to enter into a sublicense agreement and subsequently recognize revenue from Victory International (USA) LLC. In addition, advise us of how you accounted for the $200,000 advance from Victory. Please cite relevant accounting literature.

Pursuant to the Brand Sale and License Agreement dated as of May 19, 2003, between Omniscent Corp. and the Company, the Company was granted both a worldwide license to market the Cara Mia brand and skin care line, and an option to purchase Cara Mia brand and skin care line. The Company ultimately elected to not exercise its option to purchase the Cara Mia brand and skin care line. Effective as of May 20, 2003, the Company entered into a sub-license agreement with Victory International (USA) LLC to market and sell the Cara Mia brand and skin care line. We have revised our disclosure in the 10-K in "Part I - Description of Business," page four, and the Consolidated Financial Statements - Note 4 "Related Party Transactions," page 21, as follows:

"On May 19, 2003, the Company entered into a Brand Sale and License Agreement with Omniscent, pursuant to which the Company was granted both a worldwide license to market the Cara Mia brand and skin care line, and an option to purchase the Cara Mia brand and skin care line. The Cara Mia line initially debuted with four products created specifically to repair and rejuvenate the user's skin. The purchase price for the development and licensing rights is for up to 2,500,000 shares of preferred convertible stock or a cash payment of $500,000 at

<PAGE>

the Company's option, for the design and development rights and 30% of all revenues and or sub-licensing fees. If issued, the preferred shares will be convertible into shares of common stock of our Company on a one to one basis at the option of the holder, but in no event may the preferred shares be converted into more than 19.9% of our issued and outstanding common stock. Sharon Lallouz is the principal shareholder of Omniscent Corp. and is also the spouse of the Company's Chief Executive. Mr. Lallouz was appointed Chief Executive Officer and director of the Company following the execution of the agreement. The Company has not closed on its transaction with Omniscent Corp. The Company has elected not to exercise its option to purchase the Cara Mia brand and skin care line.

The $200,000 advance from Victory was recognized ratably over the life of the agreement (using a straight line amortization). The advance was not refundable and its recognition as income was not contingent upon any particular earnings. We have revised our disclosure in the 10-K in "Part I - Description of Business", page four, to add a sentence in the Victory disclosure to clarify this point. The new sentence reads:

"Effective May 20, 2003, we entered into a sub-licensing agreement with Victory International (USA) LLC (Victory) to distribute its Cara Mia Cosmetics brand worldwide. Under the terms of the agreement, Victory is to advance the Company $200,000 against royalties of 12% on all sales made by Victory, of which 3.6% from these royalties is payable to Omniscent under its licensing agreement with Taylor Madison leaving the Company with a net of 8.4% of all sales made by Victory. As of November 2003 we have received the $200,000 advance in full from Victory. Ongoing royalties are payable quarterly. Regardless, the $200,000 advance is non-refundable and therefore has been recognized as revenue ratably over the contract period. To date, no royalty payments have been made to Omniscent. On November 22, 2003 Victory launched the Cara Mia product line in Puerto Rico. Victory no longer distributes this brand and the agreement has been terminated."

The relevant accounting literature includes the provisions of FASB Statements of Financial Concepts 5 and 6 and SAB 101 - topic13 "Revenue Recognition" .

7. You disclose that revenues are recognized ratably over the term of the agreement as earned. We note that the royalties negotiated in some of your contracts (including the Victory agreement) are based upon a percentage of sales. Please advise us of your methodology for recognizing variable revenue ratably over the course of a contract. Do you recognize revenue based upon an estimate of sales to be generated over the contract's life? In addition, please expand your disclosure to explain the difference between royalty revenues and licensing fees, distinguishing between the methods used to recognize each of these types of revenue, if different. Please provide us with the accounting literature that you are relying upon, and we may have further comment.

<PAGE>

Our methodology for recognizing revenue depended on the nature of the revenue and underlying agreement. Where royalty revenue was to be earned based on the sales of the licensee, the Company would obtain the information necessary to make the applicable revenue entry for its financial statements. As to licensing fees, the Company recognized the revenue ratably over the life of the agreement on a straight line basis. The licensing fees represented receipts that were non-refundable and pursuant to a contract for a fixed period of time. We have revised our disclosure regarding the Victory revenue. Revenues pursuant to the royalty agreement negotiated with Victory never came to fruition. Had royalty revenues materialized from the agreement they would have been realized as revenue based on the percentage of sales outlined in the agreement. The actual revenues from the Victory transaction are considered licensing fees and are recognized over the life of the contract. The $200,000 advance from Victory was recognized ratably over the life of the agreement (using a straight line amortization). The advance was in fact not refundable its recognition as income was not contingent upon any particular earnings. We have revised our disclosure in the 10-K in "Part I - Description of Business" - to add a sentence in the Victory disclosure to clarify this point. In addition we have restated the Statement of Operations for the six months ended June 30, 2003 to reflect the Victory revenue as licensing fee. In addition, we have revised the disclosure in Managements Discussion and Analysis accordingly.

8. Please expand and revise the stock option plan note to include:

- All of the disclosures required by paragraphs 47 (a) and (b) of SFAS 123. - The significant assumptions used to estimate the fair value of options granted as required by paragraph 47(c) of SFAS 123.

In addition, we note that data presented in the pro forma table on page 23 does not agree to amounts reported on the income statement and pro forma disclosures found on page 19. Please revise as necessary.

We have revised the stock option plan note to include all the disclosures required by paragraphs 47 (a) and (b) of SFAS 123 as well as the significant assumptions used to estimate the fair value of options granted as required by paragraph 47 (c) of SFAS 123. As result of our analysis we have adjusted our Statement of Operations for the year ended June 30, 2004 to include a provision of $25,000 for the options issued. We have also revised the data presented in the table to agree to the amounts reported in the Statement of Operations. The revised disclosure is attached as Exhibit "A."

<PAGE>

We hope that this letter is responsive to your comments. If you have any questions regarding the information set out above or any additional comments, please call the undersigned at (407) 354-1222 or Brent A. Jones, Esq., Bush Ross, P.A., at (813) 204-6420.

Sincerely,
/s/ Donald Sproat
-------------------
Donald Sproat
President and Chief Executive Officer

Show Raw Text
<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
                              TAYLOR MADISON CORP.

                                  July 7, 2005

VIA  EDGAR  AND  FEDERAL  EXPRESS
---------------------------------

Ms.  Kristi  Beshears
Division  of  Corporation  Finance
U.S.  Securities  and  Exchange  Commission
450  Fifth  Street,  N.W.
Washington,  D.C.  20549

Re:  Taylor  Madison  Corp., Form 10-KSB for the year ended June 30, 2004, filed
     October  19,  2004
     File  No.:  001-15034

Dear  Ms.  Beshears:

     On  behalf of Taylor Madison Corp. ("Taylor Madison"), this letter responds
to  the  comments you provided by letter May 26, 2005 regarding  Form 10-KSB for
the  year  ended  June  30, 2004 for Taylor Madison.  Assuming the responses set
forth below are satisfactory, we intend to file a revised Form 10-K for the year
ended  June  30,  2004, which would incorporate our response set forth below and
other  miscellaneous,  non-material  changes.  Assuming  the responses set forth
below  are  satisfactory,  we plan to file the revised 10-K on or about July 20,
2005.

     Your  comments  are  set  forth  below  in italics, and each is followed by
Taylor  Madison's  response.

     1.     Please revise your filing to use Form 10-K. The determination as to
the reporting category (small business issuer or other) made by a reporting
company at the end of its fiscal year governs all reports relating to the next
fiscal year. An issuer may not change from one category to another for purposes
of Exchange Act reporting within a single fiscal year. Refer to item 10(a)(2)(v)
of Regulation S-B.

     Assuming  the  responses  set  forth  below  are satisfactory, we intend to
revise  our  filing  to  use  Form  10-K  for  the  year  ended  June  30, 2004.

     2.     Please correct the Commission File No. on the cover of the filing.
The correct No. is 001-15034.

     We  have  revised  the  Commission  File  No.  as  requested.

     3.     Please revise the Consolidated Statement of Operations, Consolidated
Statement of Stockholder's Equity, and Consolidated Statements of Cash Flows to
present data for three full fiscal years in accordance with Article 3 of

<PAGE>

Regulation S-X. Please revise to provide the following periods due to the
transition period in 2003:

     -    For the year ended June 30, 2004;
     -    For the six months ended June 30, 2003 and June 30, 2002;
     -    For the years ended December 31, 2002 and December 30,2001

Corresponding revisions should be made to Management's Discussion and Analysis
or Plan of Operation.

     We  have  revised  the Consolidated Statements of Operations, Stockholders'
Equity  and Cash Flows to present data for three full fiscal years.  In addition
we  have included the Consolidated Balance sheet for June 30, 2004 in accordance
with  Article  3 of Regulation S-X.  In addition, we have made the corresponding
revisions  to  Managements  Discussion  and  Analysis.

     4.     Please  revise  to  provide  additional  disclosure  regarding  the
possible  effects  of  the conditions giving rise to the substantial doubt about
the  entity's ability to continue as a going concern, management's evaluation of
the  significance  of  the  conditions  and  any  mitigating  factors,  possible
discontinuance  of  operations, and management's future plans. For reference see
AU section 341.10.

     We  have  revised the disclosure to provide additional disclosure regarding
the  possible  effects  of  the  conditions giving rise to the substantial doubt
about  the  entities  ability  to  continue  as  a  going  concern,  managements
evaluation  of  the  significance of the conditions, and any mitigating factors,
possible  discontinuance  of  operations  and management's future plans. The new
disclosure reads as follows:

               The  accompanying  consolidated  financial  statements  have been
          prepared  on a going concern basis, which contemplates the realization
          of  assets and the satisfaction of liabilities in the normal course of
          business.  There  is  substantial doubt about the Company's ability to
          continue  as  a  going  concern primarily because of our dependence on
          outside  financing,  lack  of  sufficient  working  capital, recurring
          losses  from  operations  and discontinued operations. The Company has
          incurred  net  losses  since  inception in the amount of approximately
          $11.8 million and has a deficiency in working capital of approximately
          $635,000  at June 30, 2004. These factors, among others, indicate that
          the  Company  may  be  unable  to  continue  as  a  going concern. The
          consolidated  financial statements do not include any adjustments that
          might  result  from  the  outcome  of  this uncertainty. The Company's
          continuation  as  a  going  concern  is  dependent upon future events,
          including  obtaining  financing adequate to support the Company's cost
          structure  and  business  plans.  The Company is seeking to raise $6.5
          million to further its business strategy. The Company has a commitment
          from  Lucien  Lallouz,  its Chief Executive Officer, to purchase up to
          $200,000 of our common stock at $.05 per share. As of the date of this

<PAGE>

          report,  Mr.  Lallouz  has  invested $60,000, for which no shares have
          been  issued  to  date.  Other  than  Mr.  Lallouz's subscription, the
          Company  has  no commitments from officers, directors or affiliates to
          provide  funding.  The  failure  of  the  Company  to  obtain adequate
          additional  financing  may  require  the  Company to delay, curtail or
          scale  back  some  or  all  of  its  operations,  sales, and marketing
          efforts.  Any  additional  financing  may  involve  dilution  to  the
          Company's  then-existing  shareholders.  The  Company may also seek to
          enter into a merger or acquisition.

     5.     Please  tell  us  what  consideration  you  gave  to EITF 99-19 when
accounting  for  the  revenue  and  related  costs  of  sales  in  the drop-ship
transaction  on a gross basis in the Statement of Operations. Per EITF 99-19 and
Question 10 of SAB 101 Topic 13-A, if the company performs as an agent or broker
without  assuming  the risks and rewards of ownership of the goods, sales should
be  reported  on  a  net  basis.  Please  advise  or  revise  as  necessary.

     After  further  evaluation,  we  have revised the Consolidated Statement of
Operations  to reflect net profit from the Company's drop ship sale net of cost.

     6.     We  note  from  your disclosure on pages four and 21 that the
transaction with Omniscent Corp. to acquire the rights to the Cara Mia brand did
not  close  and  the  two  companies agreed not to pursue the agreement. In this
regard,  please  explain  how  you  had the authority to enter into a sublicense
agreement  and  subsequently  recognize revenue from Victory International (USA)
LLC.  In  addition, advise us of how you accounted for the $200,000 advance from
Victory. Please cite relevant accounting literature.

     Pursuant  to the Brand Sale and License Agreement dated as of May 19, 2003,
between  Omniscent  Corp.  and  the  Company,  the  Company  was  granted both a
worldwide license to market the Cara Mia brand and skin care line, and an option
to purchase Cara Mia brand and skin care line. The Company ultimately elected to
not  exercise  its  option  to  purchase  the Cara Mia brand and skin care line.
Effective  as  of May 20, 2003, the Company entered into a sub-license agreement
with  Victory  International (USA) LLC to market and sell the Cara Mia brand and
skin  care  line.  We  have  revised  our  disclosure  in  the 10-K in "Part I -
Description of Business," page four, and the Consolidated Financial Statements -
Note 4 "Related Party Transactions," page 21, as follows:

               "On  May  19,  2003,  the  Company  entered into a Brand Sale and
          License  Agreement  with  Omniscent, pursuant to which the Company was
          granted both a worldwide license to market the Cara Mia brand and skin
          care  line, and an option to purchase the Cara Mia brand and skin care
          line.  The  Cara Mia line initially debuted with four products created
          specifically  to  repair  and rejuvenate the user's skin. The purchase
          price  for the development and licensing rights is for up to 2,500,000
          shares of preferred convertible stock or a cash payment of $500,000 at

<PAGE>

          the Company's option, for the design and development rights and 30% of
          all  revenues  and  or  sub-licensing  fees.  If issued, the preferred
          shares  will be convertible into shares of common stock of our Company
          on a one to one basis at the option of the holder, but in no event may
          the  preferred  shares be converted into more than 19.9% of our issued
          and  outstanding  common  stock.  Sharon  Lallouz  is  the  principal
          shareholder of Omniscent Corp. and is also the spouse of the Company's
          Chief Executive. Mr. Lallouz was appointed Chief Executive Officer and
          director  of the Company following the execution of the agreement. The
          Company  has  not  closed  on its transaction with Omniscent Corp. The
          Company  has  elected  not to exercise its option to purchase the Cara
          Mia brand and skin care line.

     The  $200,000  advance from Victory was recognized ratably over the life of
the  agreement  (using  a  straight  line  amortization).  The  advance  was not
refundable  and its recognition as income was not contingent upon any particular
earnings. We have revised our disclosure in the 10-K in "Part I - Description of
Business",  page  four,  to  add a sentence in the Victory disclosure to clarify
this  point.  The  new  sentence  reads:

          "Effective  May  20,  2003,  we  entered  into  a  sub-licensing
          agreement with Victory International (USA) LLC (Victory) to distribute
          its  Cara  Mia  Cosmetics  brand  worldwide.  Under  the  terms of the
          agreement,  Victory  is  to  advance  the  Company  $200,000  against
          royalties  of  12%  on  all  sales made by Victory, of which 3.6% from
          these  royalties is payable to Omniscent under its licensing agreement
          with  Taylor  Madison  leaving  the  Company with a net of 8.4% of all
          sales  made  by  Victory.  As  of  November  2003 we have received the
          $200,000  advance  in full from Victory. Ongoing royalties are payable
          quarterly.  Regardless,  the  $200,000  advance  is non-refundable and
          therefore  has  been  recognized  as revenue ratably over the contract
          period.  To  date, no royalty payments have been made to Omniscent. On
          November 22, 2003 Victory launched the Cara Mia product line in Puerto
          Rico.  Victory  no longer distributes this brand and the agreement has
          been terminated."

     The  relevant  accounting  literature  includes  the  provisions  of  FASB
Statements  of  Financial  Concepts  5  and  6  and  SAB  101 - topic13 "Revenue
Recognition"  .

     7.     You  disclose  that revenues are recognized ratably over the term of
the  agreement  as earned. We note that the royalties negotiated in some of your
contracts  (including  the  Victory  agreement)  are  based upon a percentage of
sales.  Please  advise  us  of your methodology for recognizing variable revenue
ratably  over  the  course of a contract. Do you recognize revenue based upon an
estimate  of sales to be generated over the contract's life? In addition, please
expand  your  disclosure  to explain the difference between royalty revenues and
licensing  fees,  distinguishing  between  the methods used to recognize each of
these  types  of  revenue,  if  different. Please provide us with the accounting
literature that you are relying upon, and we may have further comment.

<PAGE>

     Our  methodology  for  recognizing  revenue  depended  on the nature of the
revenue  and  underlying agreement. Where royalty revenue was to be earned based
on the sales of the licensee, the Company would obtain the information necessary
to  make  the  applicable  revenue  entry  for  its  financial statements. As to
licensing  fees, the Company recognized the revenue ratably over the life of the
agreement on a straight line basis. The licensing fees represented receipts that
were  non-refundable  and  pursuant to a contract for a fixed period of time. We
have  revised our disclosure regarding the Victory revenue. Revenues pursuant to
the  royalty  agreement  negotiated  with  Victory  never  came to fruition. Had
royalty  revenues  materialized from the agreement they would have been realized
as  revenue  based  on  the  percentage  of sales outlined in the agreement. The
actual  revenues  from the Victory transaction are considered licensing fees and
are  recognized over the life of the contract. The $200,000 advance from Victory
was  recognized  ratably  over  the life of the agreement (using a straight line
amortization).  The advance was in fact not refundable its recognition as income
was  not contingent upon any particular earnings. We have revised our disclosure
in  the  10-K  in  "Part I - Description of Business" - to add a sentence in the
Victory  disclosure  to  clarify  this  point.  In addition we have restated the
Statement  of  Operations  for the six months ended June 30, 2003 to reflect the
Victory revenue as licensing fee. In addition, we have revised the disclosure in
Managements Discussion and Analysis accordingly.

     8.     Please expand and revise the stock option plan note to include:

     -    All  of  the disclosures required by paragraphs 47 (a) and (b) of SFAS
          123.
     -    The  significant  assumptions  used  to  estimate  the  fair  value of
          options granted as required by paragraph 47(c) of SFAS 123.

     In  addition, we note that data presented in the pro forma table on page 23
does  not  agree  to  amounts  reported  on  the  income statement and pro forma
disclosures found on page 19. Please revise as necessary.

     We  have  revised the stock option plan note to include all the disclosures
required  by  paragraphs  47  (a) and (b) of SFAS 123 as well as the significant
assumptions  used  to  estimate the fair value of options granted as required by
paragraph  47  (c)  of  SFAS 123. As result of our analysis we have adjusted our
Statement  of Operations for the year ended June 30, 2004 to include a provision
of  $25,000  for  the options issued. We have also revised the data presented in
the  table  to agree to the amounts reported in the Statement of Operations. The
revised disclosure is attached as Exhibit "A."

<PAGE>

We  hope  that  this  letter  is  responsive  to your comments.  If you have any
questions  regarding  the  information set out above or any additional comments,
please  call  the  undersigned  at  (407) 354-1222 or Brent A. Jones, Esq., Bush
Ross,  P.A.,  at  (813)  204-6420.

                                           Sincerely,

                                           /s/  Donald  Sproat
                                           -------------------
                                           Donald  Sproat
                                           President and Chief Executive Officer

CC:     Brent  A.  Jones,
        Bush  Ross,  P.A.

        Timothy  S.  Hart  CPA
        Ullman  &  Hart  CPAs

<PAGE>
                                   EXHIBIT "A"

NOTE  6.  STOCK  OPTION  PLAN:

The  Company amended its 1999 Stock Option Plan and adopted the 2001 Amended and
Restated Stock Option Plan (the "Ame