EXHIBIT 4.10


SCHEDULE 5(D)

Options, Warrants, Rights, Convertible Instruments, etc.
--------------------------------------------------------

-    Options: 48,840,000

-    Warrants: 63,199,913

-    Convertible Instruments: 45,216,000





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SCHEDULE 5(H)

Litigation
----------

In September  2003,  we were served with a lawsuit filed in the Supreme Court of
New York,  County of New York, by Stern & Co  Communications  LLC, d/b/a Stern &
Co. Stern  alleging  that we breached a contract  with them by failing to tender
payment in full for services  rendered.  Stern sought to recover  damages in the
amount of $35,000,  and a warrant to purchase 36,000 shares of our common stock.
In November 2003, we entered into a stipulated  settlement agreement with Stern.
In consideration  for a full release of Stern's claims,  we granted Stern 15,000
shares of common stock and a warrant to purchase  15,000  shares of common stock
at an exercise price equal to our closing stock price on the date of issuance.

In December 2003, Paul Musco, the ex-President of our wholly-owned subsidiary, Z
prompt, Inc. filed suit against us and Z prompt in Superior Court of California,
County of Orange,  California.  The claim alleged breach of contract,  fraud and
misrepresentation  stemming from our  acquisition of, and his termination of his
employment with, Z prompt. Mr. Musco is seeking damages in excess of $1,000,000,
plus punitive damages.  We believe that Mr. Musco breached his agreements with Z
prompt  and  have  filed  a cross  complaint  for  breach  of  contract,  fraud,
negligence and breach of fiduciary duty seeking $2,000,000.  Mr. Musco has since
filed his own cross-compliant  against us, Dennis Vadura,  Frank Wiebe and Craig
Hewitt  alleging  fraud and tortious  interference  with  contract.  Although no
assurance  can be given that we will prevail on the merits,  we will  vigorously
defend these allegations.

In October 2003, a former employee of Z prompt, Nathalie Luu, filed suit against
us and Z prompt in Superior Court of California,  County of Orange,  California.
The complaint claims wrongful termination,  intentional  infliction of emotional
distress and retaliatory discharge,  based on allegations that the plaintiff was
terminated for reporting alleged  fraudulent  accounting  practices.  The former
employee is seeking $112,000 in monetary damages  including loss of wages,  plus
punitive  damages.  Although no assurances  can be given that we will prevail on
the merits, we will vigorously defend these allegations.

On March 23, 2004, our wholly-owned subsidiary, Z prompt, Inc., filed a petition
for relief under Chapter 11 of the United States  Bankruptcy  Code in the United
States  Bankruptcy  Court,  Central  District of California.  As May 24, 2004, Z
prompt had not filed a proposed Plan of Reorganization.





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SCHEDULE 5(Q)

Undisclosed Material Liabilities.
---------------------------------

None.




<PAGE>


SCHEDULE 5(S)

Capitalization
--------------

        Common stock, $0.001 par value, 600,000,000 shares authorized;
          180,705,970 shares issued and outstanding






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SCHEDULE 8(E)

Use of Proceeds
---------------


$ 15,000 legal fees related to closing pipe transaction, and filing registration
statement

$ 48,400 placement agent fees

$ 541,600 working capital






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SCHEDULE 10.1

Other Securities to be Registered
---------------------------------

100,000 shares for settlement of Nathalie Luu litigation.

400,000 shares for Robert Klein - Investor

625,000 shares for Robert Brandt Lange - Investor

312,500 shares for Leo Murphny - Investor

62,500 shares for Kent McNaughton - Investor

562,500 shares for Todd Mc Nitt - Investor