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Microcap & Penny Stocks : TGL WHAAAAAAAT! Alerts, thoughts, discussion.

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To: bigbuk who wrote (123690)12/3/2003 3:30:28 PM
From: SSP  Read Replies (2) of 150070
 
NALG $1.50? A shell merged into a shell, lots of shares soon:

STANFIELD EDUCATIONAL ALTERNATIVES, INC. 
AND SUBSIDIARY
(A Development Stage Company)

Unaudited Pro Forma
Combined Condensed Balance Sheet

October 2, 2003

Stanfield Nor-American
Educational Liability
Alternatives, Inc. Corporation Total
------------------ -------------- -----------
Assets
------

Current assets:
Cash $ - $ - $ -
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Total current assets - - -

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Total assets $ - $ - $ -
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nqb.com

As described in Footnote 1(a) above, the following issuances and actions took place in connection with the Plan and Agreement of Merger:

(i) The issuance of 160,000,000 "unregistered" and "restricted" shares of the Company's common stock in exchange for all of Nor-American's issued and outstanding shares of common stock. The exchange was on a 16 for 1 basis, with Nor- American having 10,000,000 shares of common stock issued and outstanding. As a result of the Merger, Nor-American became a wholly owned subsidiary of the Company.

(ii) The cancellation of 96,875,000 shares of 2001A Convertible Preferred Stock owned by the Company's director and sole officer, as outlined above.

(iii) The issuance of 56,625,000 shares of "unregistered" and "restricted" common stock to holders of 2001A Convertible Preferred Stock, which does not include any issuance in connection with any of the shares referred to in paragraph 2 above.

(iv) A forward split of the remaining 2001A Convertible Preferred Stock, such that 94,375,000 shares of 2001A Convertible Preferred Stock remain issued and outstanding, which are convertible one-for-one for common stock of the Company.
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