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Since no disagreements were reported between us and our former independent public accountant, Singer, Lewak, Greenbaum amp; Goldstein LLP has not been consulted on any matter that was either the subject of a disagreement or a reportable event. Directors and Executive Officers of Registrant. ANDREW VOLLERO, JR. Vollero became Chairman of the Board of Omni Nutraceuticals on March 12, 2000 and has served as a Director since 1999. Vollero is an independent general management consultant and private investor specializing in the small business area since 1970. During that period, Mr.

We may redeem the preferred stock at any time after closing at a price per share equal to the greater of: - 1,400, plus an Additional Amount per Share, defined as 6 of the face amount of the preferred stock being redeemed, multiplied by the number of days since the closing, divided by 365, or the optional redemption price or, - the market price of the common stock into which the preferred stock being redeemed could be converted as of the date of the notice of optional redemption. On the fourth anniversary of the Issue Date, any existing shares of preferred stock, together with the additional amount, must either be converted into common stock pursuant to the conversion formula or redeemed for cash at the optional redemption price. In the event any conversion of preferred stock would result in the issuance of more than 19. 9 of the number of shares of common stock outstanding on the date of the closing, the preferred stock representing such excess must be redeemed, in cash for 1,400.]