-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cq1jAwuslkXuRpRXSzsKrXv1qKD5jiBLVvNNKRkk8p66y/ouN/SzKlv3kWhh3AGm ZHMDNSzX12rPR1CteaGsvA== 0001169232-07-002516.txt : 20070530 0001169232-07-002516.hdr.sgml : 20070530 20070530165122 ACCESSION NUMBER: 0001169232-07-002516 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070530 DATE AS OF CHANGE: 20070530 GROUP MEMBERS: BRIAN E.H. FLEENOR AND JUDY L. FLEENOR, TRUSTEES OF BRIAN AN GROUP MEMBERS: BRIAN FLEENOR GROUP MEMBERS: GILBERT MARTINEZ GROUP MEMBERS: MICHAEL HUMMELL GROUP MEMBERS: STEVEN SKAGGS GROUP MEMBERS: TODD MCWHIRTER SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MIGO SOFTWARE, INC. CENTRAL INDEX KEY: 0001006762 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943334052 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81610 FILM NUMBER: 07888042 BUSINESS ADDRESS: STREET 1: 555 TWIN DOLPHIN DRIVE STREET 2: SUITE 650 CITY: REDWOOD CITY STATE: CA ZIP: 94065 BUSINESS PHONE: 6502322600 MAIL ADDRESS: STREET 1: 555 TWIN DOLPHIN DRIVE STREET 2: SUITE 650 CITY: REDWOOD CITY STATE: CA ZIP: 94065 FORMER COMPANY: FORMER CONFORMED NAME: POWERHOUSE TECHNOLOGIES GROUP INC DATE OF NAME CHANGE: 20030711 FORMER COMPANY: FORMER CONFORMED NAME: AGATE TECHNOLOGIES INC DE DATE OF NAME CHANGE: 19990709 FORMER COMPANY: FORMER CONFORMED NAME: ARCA CORP DATE OF NAME CHANGE: 19960401 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Lifeboat Holdings, Inc. (fka StompSoft, Inc.) CENTRAL INDEX KEY: 0001326976 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 17835 SKYPARK CIRCLE, BLDG 14, STREET 2: SUITE D CITY: IRVINE STATE: CA ZIP: 92614 BUSINESS PHONE: 9492638550 X202 MAIL ADDRESS: STREET 1: 17835 SKYPARK CIRCLE, BLDG 14, STREET 2: SUITE D CITY: IRVINE STATE: CA ZIP: 92614 FORMER COMPANY: FORMER CONFORMED NAME: STOMPSOFT INC DATE OF NAME CHANGE: 20050512 SC 13D/A 1 d72095_sc13da.htm AMENDMENT TO SCHEDULE 13D

 

CUSIP No. 59861T100

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Migo Software, Inc.

(Name of Issuer)

 

 

Common Stock, $.0001 par value

(Title of Class of Securities)

 

 

59861T100

(CUSIP Number)

 

 

Michael L. Hummell

President and Chief Executive Officer

Lifeboat Holdings, Inc. (fka StompSoft, Inc.)

17835 Skypark Circle, Bldg 14, Suite D

Irvine, CA 92614

(949) 263-8550 x202

 

 

With a copy to:

Michael C. Self, Esq.

Self & Bhamre

4400 MacArthur Blvd., Suite 320

Newport Beach, CA 92660

(949) 955-0230

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

 

May 25, 2007

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240. 13d-l(f) or 240. 13d-I(g), check the following box.   o

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 



Page 2 of 17

CUSIP No. 59861T100


* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Lifeboat Holdings, Inc. (fka StompSoft, Inc.), I.R.S. Identification No. 33-0723605

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     o
(b)     o


3 SEC USE ONLY


4 SOURCE OF FUNDS
 
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o


6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
California

 

NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7   SOLE VOTING POWER
 
 

  8 SHARED VOTING POWER
 
15,000,000

  9 SOLE DISPOSITIVE POWER
 
 

10 SHARED DISPOSITIVE POWER
 
15,000,000

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,000,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o


13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
16% (1)

14 TYPE OF REPORTING PERSON
 
CO

(1) Based on 93,734,342 shares of common stock as reported on Issuer’s Form 10-QSB filed May 14, 2007.



Page 3 of 17

CUSIP No. 59861T100


1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Gilbert Martinez

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     o
(b)     o


3 SEC USE ONLY


4 SOURCE OF FUNDS
 
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o


6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
California

 

NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7   SOLE VOTING POWER
 
 

  8 SHARED VOTING POWER
 
1,047,300

  9 SOLE DISPOSITIVE POWER
 
 

10 SHARED DISPOSITIVE POWER
 
1,047,300

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,047,300

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o


13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.1%

14 TYPE OF REPORTING PERSON
 
IN




Page 4 of 17

CUSIP No. 59861T100


1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Michael Hummell

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     o
(b)     o


3 SEC USE ONLY


4 SOURCE OF FUNDS
 
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o


6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
California

 

NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7   SOLE VOTING POWER
 
 

  8 SHARED VOTING POWER
 
3,678,450

  9 SOLE DISPOSITIVE POWER
 
 

10 SHARED DISPOSITIVE POWER
 
3,678,450

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
3,678,450

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o


13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
3.9%

14 TYPE OF REPORTING PERSON
 
IN




Page 5 of 17

CUSIP No. 59861T100


1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Steven Skaggs

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     o
(b)     o


3 SEC USE ONLY


4 SOURCE OF FUNDS
 
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o


6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
California

 

NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7   SOLE VOTING POWER
 
 

  8 SHARED VOTING POWER
 
2,062,800

  9 SOLE DISPOSITIVE POWER
 
 

10 SHARED DISPOSITIVE POWER
 
2,062,800

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
2,062,800

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o


13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.2%

14 TYPE OF REPORTING PERSON
 
IN




Page 6 of 17

CUSIP No. 59861T100


1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Todd McWhirter

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     o
(b)     o


3 SEC USE ONLY


4 SOURCE OF FUNDS
 
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o


6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
California

 

NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7   SOLE VOTING POWER
 
 

  8 SHARED VOTING POWER
 
2,406,600

  9 SOLE DISPOSITIVE POWER
 
 

10 SHARED DISPOSITIVE POWER
 
2,406,600

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
15,000,000

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o


13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.6%

14 TYPE OF REPORTING PERSON
 
IN




Page 7 of 17

CUSIP No. 59861T100


1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Brian E.H. Fleenor and Judy L. Fleenor, Trustees of Brian and Judy Fleenor Trust

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     o
(b)     o


3 SEC USE ONLY


4 SOURCE OF FUNDS
 
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o


6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
California

 

NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7   SOLE VOTING POWER
 
 

  8 SHARED VOTING POWER
 
1,581,450

  9 SOLE DISPOSITIVE POWER
 
 

10 SHARED DISPOSITIVE POWER
 
1,581,450

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,581,450

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o


13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7%

14 TYPE OF REPORTING PERSON
 
OO




Page 8 of 17

CUSIP No. 59861T100


1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS

Brian Fleenor

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)     o
(b)     o


3 SEC USE ONLY


4 SOURCE OF FUNDS
 
OO

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) o


6 CITIZENSHIP OR PLACE OF ORGANIZATION
 
California

 

NUMBER
OF SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
  7   SOLE VOTING POWER
 
 

  8 SHARED VOTING POWER
 
1,581,450 (1)

  9 SOLE DISPOSITIVE POWER
 
 

10 SHARED DISPOSITIVE POWER
 
1,581,450 (1)

11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,581,450 (1)

12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o


13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
1.7%

14 TYPE OF REPORTING PERSON
 
IN

(1) Brian Fleenor is the co-trustee of the following Reporting Person which owns these shares: Brian E.H. Fleenor and Judy L. Fleenor, Co-Trustees of Brian and Judy Fleenor Trust.



Page 9 of 17

CUSIP No. 59861T100

This Amendment No. 1 amends the Schedule 13D previously filed by StompSoft, Inc., which has since changed its name to Lifeboat Holdings, Inc. by amending its articles of incorporation with the California Secretary of State on April 12, 2007 (“Lifeboat Holdings”), with the Securities and Exchange Commission on January 10, 2007 (the “Statement”) with respect to the common stock, $0.0001 par value per share (the “Shares”), of Migo Software, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 555 Twin Dolphin Drive, Suite 650, Redwood City, California 94065. All references in the Statement are hereby amended to mean Lifeboat Holdings. Capitalized terms used but not defined herein have the meanings given to them in the Statement.

Item 1. Security and Issuer.

Item 1 is hereby amended and restated entirely to read as follows: The class of equity securities to which this statement relates is the common stock, $0.0001 par value per share (the “Shares”), of Migo Software, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 555 Twin Dolphin Drive, Suite 650, Redwood City, California 94065.

Item 2. Identity and Background.

Item 2 (a)-(c) is hereby amended and restated to read as follows:

(a) - (c) The required information about each of the Reporting Persons is set forth below.

(1) Lifeboat Holdings is a California corporation with its principal office at 17835 Skypark Circle, Bldg 14, Suite D, Irvine, California 92714. Lifeboat Holdings does not conduct any active business operation at this time and holds shares of the Issuer for investment purposes.
(2) Michael Hummell, whose business address is 17835 Skypark Circle, Bldg 14, Suite D, Irvine, California 92614, is a director and shareholder of Lifeboat Holdings and the Chief Executive Officer, President and Secretary of Lifeboat Holdings.
(3) Gilbert Martinez, whose business address is 17835 Skypark Circle, Bldg 14, Suite D, Irvine, California 92614, is a director and shareholder of Lifeboat Holdings.
(4) Brian Fleenor, whose business address is 17835 Skypark Circle, Bldg 14, Suite D, Irvine, California 92714, is a director of Lifeboat Holdings.
(5) Steven Skaggs, whose business address is 17835 Skypark Circle, Bldg 14, Suite D, Irvine, California 92714, is a shareholder of Lifeboat Holdings.
(6) Todd McWhirter, whose business address is 17835 Skypark Circle, Bldg 14, Suite D, Irvine, California 92714, is a shareholder of Lifeboat Holdings.
(7) Brian E.H. Fleenor and Judy L. Fleenor, Co-Trustees of Brian and Judy Fleenor Trust, whose business address is 17835 Skypark Circle, Bldg 14, Suite D, Irvine, California 92714, are shareholders of Lifeboat Holdings.



Page 10 of 17

CUSIP No. 59861T100

Item 4. Purpose of Transaction.

Item 4 is hereby amended and restated entirely to read as follows:

          On May 25, 2007, Lifeboat Holdings completed the sale of 5,000,000 shares of the Issuer’s common stock in open market transactions at a price of $.15 per share. The purpose of the transaction was to divest these 5,000,000 shares to raise working capital for Lifeboat Holdings.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated entirely to read as follows:

(a) See Rows 11 and 13 of the Cover Pages. Lifeboat Holdings holds a total of 15,000,000 shares of the common stock of the Issuer, which represents approximately 16% of Issuer’s outstanding stock, as set forth in Issuer’s Form 10-QSB filed by Issuer with the Securities and Exchange Commission on May 14, 2007.

(b) See Rows 7 through 10 of the Cover Pages. Lifeboat Holdings has the shared power to vote or direct the vote and the shared power to dispose or to direct the disposition of the Shares reported by it in Item 5(a).

(c) On May 25, 2007, 5,000,000 shares of the Issuer’s common stock were sold by Lifeboat Holdings in open market transactions through the securities brokerage firm of C.E. Unterberg, Towbin of New York at $.15 per share.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following paragraphs at the end of the Item:

The Issuer has filed with the Securities and Exchange Commission a prospectus (the “Prospectus”), dated May 11, 2007, pursuant to Rule 424(b)(3) of the Securities Act of 1933, as amended, relating to its Registration Statement on Form SB-2, File No. 333-142285, which became effective on May 16, 2007. The Prospectus disclosed that Lifeboat Holdings may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of common stock.

On May 25, 2007, the Company and Lifeboat Holdings, Inc. entered into a Lock Up Agreement, as further described in Item 7 below, which precludes Lifeboat Holdings, Inc. from selling any of its remaining shares of common stock of the Company for a period of four (4) months, unless the price of the Company’s common stock exceeds $.35 for ten (10) consecutive trading days.

Upon termination of the Lock Up Agreement and subject to general economic and business conditions and money market and stock market conditions, the Selling Stockholder may make further dispositions of its investment in the shares of the Issuer’s common stock in a manner consistent with the description set forth in the “Plan of Distribution” in the Prospectus.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following paragraph at the end of the Item:

The following document is being filed as an exhibit to this Statement: the Lock Up Agreement, dated May 25, 2007.



Page 11 of 17

CUSIP No. 59861T100

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 29, 2007

Lifeboat Holdings, Inc.

By:
Name:
Title:
/s/ Michael L. Hummell
Michael L. Hummell
President and Chief Executive Officer



Page 12 of 17

CUSIP No. 59861T100

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 29, 2007

By:
Name:
/s/ Gilbert Martinez
Gilbert Martinez



Page 13 of 17

CUSIP No. 59861T100

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 29, 2007

By:
Name:
/s/ Steven Skaggs
Steven Skaggs



Page 14 of 17

CUSIP No. 59861T100

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 29, 2007

By:
Name:
/s/ Todd McWhirter
Todd McWhirter



Page 15 of 17

CUSIP No. 59861T100

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 29 2007

By:
Name:
/s/ Michael Hummell
Michael Hummell



Page 16 of 17

CUSIP No. 59861T100

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 29, 2007

Brian E.H. Fleenor and Judy L. Fleenor, Co-Trustees of Brian and Judy Fleenor Trust

By:
Name:
/s/ Brian E. H. Fleenor
Brian E. H. Fleenor

By:
Name:
/s/ Judy L. Fleenor
Judy L. Fleenor



Page 17 of 17

CUSIP No. 59861T100

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 29, 2007

By:
Name:
/s/ Brian E. H. Fleenor
Brian Fleenor

 

 

EX-1 2 d72095_ex1.htm EXHIBIT 1 Lifeboat Holdings, Inc.

Exhibit 1

[LETTERHEAD OF MIGO SOFTWARE, INC.]

May 25, 2007

Mr. Michael Hummell
StompSoft, Inc.
2811 McGaw Ave
Irvine, CA 92614

RE: Sale of Shares Migo Software, Inc. (the “Company”)

Dear Mike:

          The purpose of this letter is to inform you that certain affiliates of the “Company” intend to purchase from StompSoft, Inc., Five Million (5,000,000) shares of the “Company” Common Stock at $.15 per share less ¼ cent commission. You understand that these shareholders are affiliates of the “Company”, and may be privy to material nonpublic information at the time of sale that could affect the value of the stock you will be selling.

          You acknowledge that you, too, are an insider of the Company and that prior to the sale being consummated, you will have an opportunity to inquire of the Company or affiliates regarding (or you will have been furnished with) information concerning the business, affairs, plans and prospects of the Company. If this sale is consummated, then you will agree not to sell any additional shares of stock in the Company for a period of four months after the sale, unless previously agreed in writing by the “Company”, or unless the closing price of the “Company” Common Stock is greater than $0.35 for ten consecutive days.

          These trades will take place when the window is open for insider transactions. This is currently contemplated to be 48 hours after the Macroport transaction is announced.

Very truly yours,

/s/ Richard Liebman

Richard Liebman
Chief Financial Officer

Acknowledged as of this 25th day
of May, 2007.

StompSoft, Inc.


By:  /s/ Michael Hummell             
        Michael Hummell

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