Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

As the result of a comment letter from the Securities Exchange Commission dated February 10, 2009, concerning the Company's Form 10-KSB for the fiscal year ended May 31, 2008, filed August 27, 2008, the authorized officers of the Company in consultation with Moore & Associates, Chartered, the Company's independent registered public accounting firm, concluded on February 19, 2009 that the Company's annual audited financial statements included in the above Form 10-KSB should no longer be relied upon and should be restated.

The facts underlying this conclusion are that the comment letter noted the Company derecognized a liability for the year ended May 31, 2007 at the time of issuing the annual May 31, 2008 financial statements, which requires the Company to label the prior year Balance Sheet, Statement of Operations and Statement of Cash Flow as "restated" and provide additional disclosures in the notes of the financial statements. Management is in agreement with the Staff comments and is taking all actions necessary to amend the above annual filing accordingly.

The Company will restate the annual audited financial statements for the fiscal year ended May 31, 2008, as soon as practicable.