Filing Details

|   1  |

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

Richard M. Morrell

|   2  |

Check the Appropriate Box if a Member of a Group

(a)[ ]

(b)[ ]

|   3  |

SEC Use Only

|   4  |

Source of Funds

PF, OO

|   5  |

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[ ]

|   6  |

Citizenship or Place of Organization

United States

| 7 | Sole Voting Power (see Item 3 and Item 5 below)

4,002,000 shares of Common Stock and 1,000 shares of Series A Preferred Stock

Number of

Shares Bene-

ficially

| 8 | Shares Voting Power

Owned by Each

  0

Reporting

Person With

| 9 | Sole Dispositive Power

6,814,500 shares of Common Stock and 1,000 shares of Series A Preferred Stock*

| 10 | Shared Dispositive Power

N/A

|  11  |

Aggregate Amount Beneficially Owned by Each Reporting Person (see Item 3)

6,814,500 shares of Common Stock and 1,000 shares of Series A Preferred Stock*

|  12  |

Check if the Aggregate Amount in Row (11) Excludes Certain Shares

N/A

|  13  |

Percent of Class Represented by Amount in Row (11) (see Item 3 and Item 5)

11.91% of the outstanding Common Stock; 100% of the outstanding Series A Preferred Stock; and 55.7% of the total voting stock of the Company*

|  14  |

Type of Reporting Person

IN

(a)

Mr. Morrell beneficially owns 6,814,500 shares of common stock (when including shares issuable to Mr. Morrell upon conversion of outstanding Convertible Promissory Notes discussed above) and 1,000 shares of Series A Preferred Stock. The common stock represents 11.91% of the outstanding common stock of the Company (when including shares issuable upon conversion of the Convertible Promissory Notes); the Series A Preferred Stock represents 100% of the outstanding Series A Preferred Stock of the Company; and the common stock, together with the Series A Preferred Stock (which votes 51% of the total voting stock on any shareholder matters), provide Mr. Morrell the right to vote 55.7% of the total voting stock of the Company, based on 57,201,558 outstanding shares of common stock (the 54,389,058 outstanding shares plus the 2,812,500 shares issuable upon conversion of the Convertible Promissory Notes) and 110,998,078 total outstanding voting shares (when including the voting rights of the Series A Preferred Stock and the shares of common stock issuable upon conversion of the Convertible Promissory Notes) as of the date of this filing.  

(b)

Mr. Morrell holds the sole right to vote or direct the vote and sole power to dispose or to direct the disposition of 4,002,000 shares of common stock held by Mr. Morrell, representing 7.36% of the outstanding common stock of the Company; 100% of the outstanding Series A Preferred Stock of the Company; and the right to vote 54.6% of the total voting stock of the Company when including the common stock and the Series A Preferred Stock (which votes 51% of the total voting stock on any shareholder matters) held by Mr. Morrell. The 2,812,500 shares of common stock issuable upon conversion of the principal amount of the Convertible Promissory Notes is not included in the shares that Mr. Morrell holds the right to vote as Mr. Morrell is not eligible to vote such shares until or unless he converts the Convertible Promissory Notes.

(c)

See Item 3 above.  

(d)

No other person has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of the shares of common stock, preferred stock and convertible notes beneficially owned by Mr. Morrell.  

(e)

N/A

By:

/s/ Richard M. Morrell

Richard M. Morrell