UNITED STATES DISTRICT COURTFOR THE EASTERN DISTRICT

OF NORTH CAROLINAEASTERN DIVISIO N

RUSSELL TODD HUTTENSTINE,RONALD A. SCHINDELER, ROBERT G .COLE, JAMIE SLAUGHTERBECK,THOMAS FORTANIER, AND WILLIAMSCHUTTER, ON BEHALF OFTHEMSEVLES AND ALL OTHERSSIMILARLY SITUATED,

Master File No . 4 :05-cv-00152-F

J. Fox

FIRST AMENDED COMPLAINT FORVIOLATION OF SECURITIES LAW S

JURY TRIAL DEMANDEDPlaintiffs,

V.

DENNIS MAST, GEORGE A . MOORE,SHANE TRAVELLER, ROSS W. SMITH,HYDROFLO, INC, and METALS ANDARSENIC REMOVAL TECHONOLOGY,INC.

Defendants .

Plaintiffs, individually and on behalf of all other persons similarly situated, by plaintiffs '

undersigned attorneys, for plaintiffs' first amended complaint, allege upon the investigation

made by and through plaintiffs' counsel, which included, relevant public filings made b y

HydroFlo, Inc . ("HydroFlo" or the "Company") with the Securities and Exchange Commissio n

(the "SEC"), as well as press releases, news art icles , analyst reports, court filings, and medi a

reports concerning the Company. This complaint is based upon plaintiffs' persona l

knowledge as to plaintiffs' own acts, and upon information and belief as to all other matters ,

except where indicated otherwise .

SUMMARY OF ACTION

1 . This is a class action on behalf of all persons, other than defendants, wh o

purchased HydroFlo securities during the period from July 18, 2005, through October 26, 2005 ,

inclusive (the "Class Period") to recover damages caused by defendants' violations of the federa l

securities law.

2. Defendants issued and/or authorized a series of 15 materially false ,

incomplete, and misleading press releases during the Class Period . The Company's July 18,

2005, August 3, 2005, August 4, 2005, August 15, 2005, August 18, 2005, September 6,

2005, September 7, 2005, September 12, 2005, September 16, 2005, September 20, 2005,

September 27, 2005, September 28, 2005, September 30, 2005, and the two October 6,

2005 (purportedly corrective) press releases all contained materially false, incomplete, and

misleading information in violation of federal securities laws .

JURISDICTION AND VENU E

3 . The claims asserted herein arise under and pursuant to Sections 10(b) and 20(a) o f

the Exchange Act, 15 U .S .C. §§ 78j(b), 78b-1 and 78t(a), and Rule lOb -5 promulgated

thereunder by the SEC, 17 C .F.R. §240.1Ob-5 .

4. This Court has jurisdiction over the subject matter of this action pursuant to 2 8

U.S.C. §§ 1331 and 1337 and Section 27 of the Exchange Act, 15 U .S .C . § 78aa.

5. Venue is proper in this District pursuant to Section 27 of the Exchange Act, an d

28 U.S .C. § 1391(b) . Defendants maintain their principal executive offices in this District and

many of the acts, practices and transactions complained of herein occurred in substantial part i n

this District .

6 . In connection with the acts alleged in this complaint, defendants, directly or

indirectly, used the means and instrumentalities of interstate commerce, including, but no t

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limited to, the mails, interstate telephone communications and the facilities of the national

securities markets.

PARTIES

7. Plaintiff, Russell Todd Huttenstine purchased common stock during the Class

Period as set forth in his PSLRA certification previously filed with this Court. Plaintiffs

incorporate by reference his PSLRA certification herein.

8 . Plaintiff, Ronald A . Schindeler purchased common stock during the Clas s

Period as set forth in his PSLRA certification previously filed with this Court. Plaintiffs

incorporate by reference his PSLRA certification herein .

9. Plaintiff Robert G . Cole purchased common stock during the Class Period as se t

forth in his PSLRA certification previously filed with this Court . Plaintiffs incorporate b y

reference his PSLRA certification herein .

10 . Plaintiff Jamie Slaughterbeck purchased common stock during the Class Perio d

as set forth in his PSLRA certification previously filed with this Court . Plaintiffs incorporate

by reference his PSLRA certification herein .

11 . Plaintiff Thomas Fortanier purchased common stock during the Class Period a s

set forth in his PSLRA certification previously filed with this Court . Plaintiffs incorporate his

PSLRA certification by reference herein .

12. Plaintiff William Schutter purchased common stock during the Class Period a s

set forth in his PSLRA certification previously filed with this Court . Plaintiffs incorporate by

reference his PSLRA certification herein .

13 . Russell Todd Huttenstine, Ronald A . Schindeler, Robert G. Cole, Jamie

Slaughterbeck, Thomas Fortanier, and William Schutter are collectively hereafter referred to a s

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"Plaintiffs . "

14 . HydroFlo is a publicly traded business development company formed under the

Investment Company Act of 1940 . During the Class Period HydroFlo was traded on the OT C

Bulletin Board Market ("Bulletin Board ") under ticker symbol "HYRF." Today, the Company' s

stock is quoted on the Pink Sheets under ticker symbol "HYRF .PK." During the class period,

HydroFlo's portfolio of companies consisted of : (1) HydroFlo Water Treatment, Inc . ("HWTI") ;

(2) Metals and Arsenic Removal Technology, Inc . ("MARTI") ; (3) Safety Scan Technology, Inc .

("SST"); (4) Ultra Choice Water, Inc . ("UCW") ; and (5) Advanced Water Recycle, Inc .

("AWRI"). HydroFlo is a North Carolina business development company with its principa l

place of business at 3721 Junction Blvd ., Raleigh, NC 27604 according to a From 8-K filed with

the SEC on November 29, 2005 . According to the Company's 10K filed with the SEC for th e

fiscal year ending June 30, 2005 signed on October 13, 2005, the Company has 41,706,76 1

shares of stock outstanding .

a. HWTI is a provider of wastewater treatment solutions for industrial an d

governmental entity customers. They design, build, and install aeratio n

equipment used for pre-treatment of wastewater and provide a full range of

related services to companies an municipalities to treat wastewater .

b. MARTI is a company holding arsenic removal technology rights developed

by the University of Wyoming . MARTI designs, builds, markets , and install s

filtration and treatment systems, including the Code BlueTM line of wate r

pitchers and filers, to remove harmful contaminants like arsenic, elements ,

and compounds from potable and wastewater . HydroFlo acquired MARTI by

issuing 2,823,539 shares of restricted common stock valued at $480,000 t o

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UTEK, Inc. on August 2, 2004 . On March 31, 2006 , HydroFlo announced

that it spun out MARTI to a publicly traded stock. MARTI' s shares are

quoted on the Pink Sheets under ticker symbol "SHDG .PK."

c. SST is a company holding the rights to a patented process known as Swep t

Frequency Acoustic Interferometry, which is non-invasive measurement

technique that uses high frequency sound waves to determine the properties o f

fluids in sealed containers . On December 20, 2004, HydroFlo acquired SS T

by issuing 3,485,000 shares of restricted common stock of the Company

valued at $697,000 .

d. UCW provides leasing agreements for customers to obtain water purificatio n

systems for their home or office, using MARTI products. UCW was formed

by HydroFlo on April 12, 2005 .

e. AWRI combines many of HydroFlo's portfolio company technologies to tur n

untreated storm water, ground water, water run-off, sewage, wastewater an d

any pretreated water into potable drinking water . HydroFlo formed AWRI o n

July 18, 2005 .

15 . Defendant MARTI is named herein as a nominal defendant as it is now a publicl y

traded entity. As set forth above, MARTI was a wholly-owned subsidiary of HydroFlo at al l

relevant times during the Class Period .

16 . The defendants listed below, at times relevant hereto, are senior officers

and/or directors of HydroFlo :

17. Defendant Dennis Mast, ("Mast") served as the Chairman and Chief Executiv e

Officer of HydroFlo during the Class Period . The Company announced in a press release that

5

Mast was stepping down as CEO on or April 7, 2006 . According to the Company's 10K filed

with the SEC for the fiscal year ending June 30, 2005 signed on October 13, 2005, Dennis Mast

is the Managing Director of Capital Access, Inc., that owns 13,460,000 shares of HydroFl o

stock. Additionally, Mast is also the Managing Director of Free Harbor, LLC which owns

3,800,000 shares of preferred stock of HydroFlo . Mast's companies control approximatel y

32.3% of HydroFlo stock .

18. Defendant Shane Traveller, ("Traveller") served as a Director of HydroFlo and was a

member of the Company 's Board of Directors , Audit Committee and Investment Committee during the

Class Period. On November 16, 2005 filed a Form 8-K announcing that Traveller resigned all hi s

positions with the Company .

19. Defendant Ross W. Smith, ("Smith") is a Director for HydroFlo . According to th e

Company's I OK filed with the SEC for the Fiscal Year ending June 30, 2005 dated October 13,

2005 Ross W. Smith owns 60,000 shares of HydroFlo stock .

20. Defendant George A . Moore, ("Moore") was President and Chief Operating Officer for

MARTI during the Class Period . George A. Moore lists his address with the SEC as 4912 Lake

Renaissance Circle. On March 31, 2006, when the HydroFlo announced that it was spinning out

MARTI as a publicly traded entity, Moore was listed as MARTI ' s President and Chief Executive Officer.

21 . Defendants Mast, Traveller, Smith, and Moore are collectively referred to herei n

as the "Individual Defendants ." The Individual Defendants, because of their positions with th e

Company, possessed the power and authority to control the contents of HydroFlo 's press

releases, SEC filings and presentations to securities analysts, and institutional investors, i .e . ,

the market . Each of the Individual Defendants were provided with copies of the Company' s

press releases alleged herein to be misleading prior to or shortly after their issuance and had the

6

ability and opportunity to prevent their issuance or cause them to be corrected . Because of thei r

positions and access to material non-public information available to them but not to the public ,

each of the Individual Defendants knew that the adverse facts specified herein had not bee n

disclosed to and were being concealed from the public and that the positive representations whic h

were being made were then materially false and misleading . In addition, the Individua l

Defendants were directly responsible for the day-to-day management and direction of the affair s

of the Company and were culpable participants in the fraud alleged herein .

22. Each of the Individual Defendants, by virtue of their high-level position s

with the Company, directly participated in the management of the Company, wa s

directly involved in the day-to-day operations of the Company at the highest levels an d

was privy to confidential proprietary information concerning the Company and its business ,

operations, products, growth, financial statements, and financial condition, as alleged herein .

The Individual Defendants were involved in drafting, producing, reviewing and/o r

disseminating the misleading statements and information alleged herein, were aware, o r

recklessly disregarded, that the misleading statements were being issued regarding th e

Company, and approved or ratified these statements, in violation of the federal securities laws .

23 . As officers and controlling persons of a publicly-held company whose common

stock was, and is, registered with the SEC pursuant to the Exchange Act, and was traded on th e

Bulletin Board, and governed by the provisions of the federal securities laws, eac h

defendant had a duty to disseminate promptly, accurate and truthful information with

respect to the Company's financial condition and performance, growth, operations, financia l

statements, business, products, markets, management, earnings and present and future busines s

prospects, and to correct any previously-issued statements that had become materiall y

7

misleading or untrue, so that the market price of the Company's publicly-traded securitie s

would be based upon truthful and accurate information . The Individual Defendants' omissions o f

fact during the Class Period violated these specific requirements and obligations .

24. The Individual Defendants , because of their positions of control and authority a s

officers and/or directors of the Company, were able to and did control the content of the variou s

SEC filings, press releases and other public statements pertaining to the Company during th e

Class Period . Each Individual Defendant was provided with copies of the documents allege d

herein to be misleading prior to or shortly after their issuance and/or had the ability and/o r

opportunity to prevent their issuance or cause them to be corrected . Accordingly, each of th e

Individual Defendants is responsible for the accuracy of the public reports and releases detaile d

herein, and each is therefore primarily liable for the omissions of material fact contained therein .

PLAINTIFFS ' CLASS ACTION ALLEGATIONS

25 . Plaintiffs bring this action as a class action pursuant to Federal Rule of Civi l

Procedure 23(a) and (b)(3) on behalf of all those who purchased or otherwise acquired th e

securities of HydroFlo during the Class Period and who suffered damages (the "Class" )

Excluded from the Class are defendants, the officers and directors of the Company,

members of their immediate families and their legal representatives, heirs, successors, o r

assigns and any entity in which defendants have or had a controlling interest .

26. The members of the Class are so numerous that joinder of all members i s

impracticable . While the exact number of Class members is unknown to plaintiffs at this time

and can only be ascertained through appropriate discovery, plaintiffs believe that there are

hundreds or thousands of members in the proposed Class . Record owners and other members

of the Class may be identified from records maintained by HydroFlo or its transfer agent an d

S

may be notified of the pendency of this action by mail, using the form of notice similar to that

customarily used in securities class actions .

27 . Plaintiffs' claims are typical of the claims of the members of the Class a s

plaintiffs purchased HydroFlo stock during the Class Period and all members of the Class ar e

similarly affected by defendants' wrongful conduct in violation of federal law that is complaine d

of herein .

28 . Plaintiffs will fairly and adequately protect the interests of the members o f

the Class and have retained counsel competent and experienced in class and securities litigation .

29 . Common questions of law and fact exist as to all members of the Class an d

predominate over any questions solely affecting individual members of the Class . Among the

questions of law and fact common to the Class are :

(a) whether the federal securities laws were violated by defendants' acts a s

alleged herein;

(b) whether defendants misrepresented material facts and omitted to stat e

material facts necessary to prevent the statements made to the investing public from being

misleading conce rning the business and operations of HydroFlo during the Class Period ;

(c) whether defendants acted knowingly or recklessly in making materiall y

misleading representations or omitting to state material facts during the Class Period ;

(d) whether the market prices of the Company's common stock was artificially

inflated or distorted during the Class Period because of defendants' conduct complained o f

herein ; and

(e) whether the members of the Class have sustained damages and the proper

measure of such damages.

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30 . A class action is superior to all other available methods for the fair and efficien t

adjudication of this controversy since joinder of all members is impracticable . Furthermore, a s

the damages suffered by individual Class members may be relatively small, the expense an d

burden of individual litigation make it impossible for members of the Class to individuall y

redress the wrongs done to them . There will be no difficulty in the management of this action as

a class action.

SUBSTANTIVE ALLEGATIONS OF SECURITIE S

FRAUD BY THE DEFENDANTS

31 . On May 4, 2005 HydroFlo issued a press release stating its portfolio company

MARTI entered into a distribution agreement with EYI, a subsidiary of EYI Industries . The

press release states in relevant part :

Metals & Arsenic Removal Technology Signs International DistributionAgreement with EVI Industries Inc .Metals & Arsenic Removal Technology, Inc . (MARTI), a portfolio company of

HydroFlo, Inc . (OTCBB:HYRF), today announced the official beginning of adistribution agreement between the Company and Essentially Yours Industries, Inc .(EYI), a subsidiary of EYI Industries Inc . (OTCBB :EYII) .

George Moore, Chief Operating Officer of MARTI, expressed his eagerness to workwith the distributor: "EYI offers cutting-edge products for the health-consciousconsumer. Their unparalleled commitment to the well-being of the consumercompletely complements the MARTI mission to provide clean water to the world . Thisagreement offers an incredible opportunity to work with EYI's huge network ofdistributors, and I am excited to begin this new undertaking. "

EYI is expected to begin distribution of MARTI products later this month . Consumerscan find the pitchers and filters as well as FATS Units through their networkdistributors, as well as in EYI-furnished stores . When asked how customers wouldknow which products contain MARTI technology, Moore explained, "Just look for theMARTI symbol on the front of the box, it's that easy . "

32. According to HydroFlo's subsequent October 26, 2005 press release, the

agreement between MARTI and EYI was effective May 11, 2005 .

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33 . The Company began to issue a series 15 materially false and misleading pres s

releases during the Class Period concerning the MARTI and EYI agreement and the busines s

operations of MARTI and AWRI.

34 . The first press released issued on July 18, 2005 states in relevant part :

HydroFlo Forms Fifth Portfolio CompanyMonday July 18, 8:40 am ET

RALEIGH, NC--(MARKET WIRE)--Jul 18, 2005 -- HydroFlo, Inc . (OTCBB : HYRF.OB - News) today announced the newest addition to its portfolio ofbusinesses, Advanced Water Recycle, Inc . (AWRI) . The latest corporation willcombine resources from each of HydroFlo's current portfolio companies to providecustomers with water recycling and reuse .

A coastal region of North Carolina has fostered the initial interest for AWRI services .This particular request is to start treatment of 70 million gallons of water per day forthe next 10 years . This has propelled HydroFlo to take action and offer the necessaryservices to assist the region with their treatment difficulties . . . .

35 . The July 18, 2005 press release is materially false and misleading because it refer s

to a particular request to AWRI "to start treatment of 70 million gallons of water per day for the

next 10 years" in the North Carolina coastal region . In fact, AWRI did not receive any such

requests to provide those services as evidenced by HydroFlo's purportedly corrective press

release dated October 26, 2005 which, in relevant part, states :

Hydroflo's July 18, 2005 press release indicated that HydroFlo portfolio companyAdvanced Water Recycle, Inc . ('AWRI") had received a request from a coastal regionof North Carolina "to start treatment of 70 million gallons of water per day for the next

10 years ." AWRI has discussed options for the treatment of such water volumes withvarious governmental officials and expressed interest in providing its goods andservices for that purpose, but AWRI has not received any requests to provide thoseservices .

36 . The second press release issued on August 3, 2005 states in relevant part :

-EYI Expands Pitcher and Filter Order From MARTIWednesday August 3, 8:45 am ET

RALEIGH, NC--(MARKET WIRE)--Aug 3, 2005 -- Metals & Arsenic RemovalTechnology, Inc. (MARTI), a portfolio company of HydroFlo, Inc . (OTCBB : HYRF.OB - News), today announced an agreement amendment with EssentiallyYours Industries (EYI) to provide the corporation with a substantially greater amount

of water pitcher filtration systems . . .

The amended agreement includes approximately 72,000 water filters, pitchers andFATS units to be supplied by MARTI monthly for the remainder of 2005 through June2006. These will each be privately labeled with a special formulation for EYIdistribution. The total value of the order is to exceed 7 .5 million dollars .

"I am pleased at the increase of orders with EYI, and look forward to the continuedexpansion within their distribution networks . Working with a company that has educatedtheir distributors, as EYI has, on the dangers of arsenic in our waters, as well as all of thebenefits of the MARTI product line encourages my positive outlook on the future to provideMARTI products to the world," stated George Moore, Chief Operations Officer of MARTI .

37 . The August 3, 2005 press release is false and misleading because it materiall y

mischaracterizes that MARTI has an "agreement amendment " with EYI to provide a "greate r

amount of water pitcher filtration systems" and refers to the "agreement amendment" as an

"order" having a "retail value" of "7 .5 million dollars ." In fact, MARTI's agreement with EYI

was not amended at that time, the agreement between MARTI and EYI is merely a consignment

agreement, EYI is not required to purchase particular quantity or dollar amount of MARTI's

products, and EYI had not purchased $7 .5 million of MARTI product, as evidenced by

HydroFlo's purportedly corrective press release dated October 26, 2005 which, in relevant part ,

states :

RALEIGH, NC--(MARKET WIRE)--Oct 26, 2005 -- In certain prior press releases and

analyst reports , the terms and conditions of an agreement between Hydroflo, Inc . (OTC

BB : HYRF . OB - News ) portfolio company Metal & Arsenic Removal Technology, Inc .

("MARTI") and Essentially Yours Industries , Inc. ("EYI") were inaccurately orincompletely reported . Hydroflo issues this press release to provide accurate and morecomplete information about that agreement and ce rtain other matters .

Effective May 11, 2005, MARTI entered into a reseller agreement with EYI . Pursuant

to this agreement , MARTI is to manufacture and supply to EYI certain products,

including specially marked Code Blue(TM ) pitchers and specially formulated CodeBlue(TM) filters . EYI is the exclusive distributor , and MARTI is the exclusive supplier,for these specially marked or formulated products .

EYI initially planned to sell the products in the United States and Canada, and EYIprojected that it would order 72,000 pitchers and 468,000 filters during the period fromJuly 2005 to June 2006 . EYI has since indicated that on September 23, 2005, itsaffiliate Essentially Yours Industries (Hong Kong) Limited ("EYI HK") entered into anagreement with Guangzhou Zhongdian Enterprises (Group) Co . Ltd . ("GZE") and

China Electronics Import and Export South China Corporation ("CEIEC") . Accordingto EYI, this agreement projects that CEIEC will order $210 million of Code Blue(TM )

12

product from EYI HK during the two-year period 2006-2007 .

MARTI is not a party to that agreement, and the projections in that agreement areprojections of revenue to EYI HK, not to MARTI .

Neither the EYI HK-GZE-CEIEC agreement nor MARTI's own agreement with EYIrequire the purchase of a particular quantity or dollar amount of Code Blue(TM)products . Furthermore, MARTI provides the Code Blue(TM) product to EYI on aconsignment basis, meaning that MARTI is not entitled to payment for the productuntil EYI actually sells it to EYI's customers .

Under the terms of its agreement with EYI, MARTI is obligated only to maintain aminimum inventory of 1,000 units of each Code Blue(TM) item . To date, EYI hasrequested the production of 10,000 pitchers and 16,800 filters, MARTI has shipped3,078 pitchers and 3,078 filters to EYI, and MARTI has been paid $15,000 for unitssold by EYI .

Hydroflo's August 3, 2005 press release indicated that MARTI had amended an

agreement with EYI to include additional water filtration systems . This press release

also discussed an "order" by EYI and stated that "[tjhe total retail value of this order

exceeds $7 .5 mi ll ion . "

MARTI's agreement with EYI was not amended at that time . As noted above , MARTI's

agreement with EYI was and remains a consignment agreement whereby EYI paysMARTI only for those items actually purchased by EYI's customers . EYI is not

required to purchase a part icular quantity or dollar volume of MARTI's products, and ithas not purchased $7 .5 mi ll ion of MARTI's products .

38 . The third press release issued on August 4, 2005 states in relevant part :

MARTI Shipment Clears CustomsThursday August 4, 8 :30 am ET

Pitchers Distributed to Client to Process $1 .2 Million Orde rRALEIGH, NC--(MARKET WIRE)--Aug 4, 2005 -- Metals & Arsenic Removal

Technology, Inc. (MARTI), a portfolio company of HydroFlo, Inc . (OTC

BB : HYRF.OB - News), announced that the first shipment of WAL pitchers has clearedUnited States customs. Approximately 3,000 pitchers left Holland from the WAL S .A .

processing plant last week and were air freighted directly to MARTI headqua rters in

Raleigh, NC. They will be sent immediately for distribution to begin fulfillment of the$ 1 .2 million order received on May I S .

George Moore, Chief Operating Officer of MARTI, expressed satisfaction that thefulfillment of the supply chain had begun for this important client . "I am pleased tooffer this first order of 3,000 pitchers to our client for their distributors and customers .The second shipment, already in route, will provide over 15,000 pitchers to distributebetween our e-commerce website and our client to continue completing their initialorder . "

39. The August 4, 2005 press release omits the material fact that the $1 .2 million

"order" was merely a consignment agreement that did not require EYI to purchase any pa rticular

13

quantity or dollar volume of MARTI's products and that EYI had not purchased $1 .2 million of

MARTI's products as of the date of the release, as evidenced by HydroFlo's purportedl y

corrective press release dated October 26, 2005 which, in relevant part, states :

Hydroflo's August 4, 2005 press release discussed a "$1 .2 million order received onMay 18 ." As noted above, MARTI's agreement with EYI is a consignment agreementwhereby EYI pays MARTI only for those items actually purchased by EYI's customers .EYI is not required to purchase a particular quantity or dollar volume of MARTI'sproducts, and as of this date it has not purchased $1 .2 million of MARTI's product.

40 . The fourth press release issued on August 15, 2005 states in relevant part :

HydroFlo Portfolio Company Customer Receives Letter o fIntent for $210 Million PurchaseMonday August 15, 8 :00 am ETWholly Owned Subsidiary MARTI Agrees to Provide Water Pitcher Filtration

Systems to Meet Increasing Deman dRALEIGH, NC--(MARKET WIRE)--Aug 15, 2005 -- HydroFlo, Inc . (OTC

BB : HYRF.OB - News) today announced portfolio company Metals & Arsenic

Removal Technology, Inc . (MARTI) received an agreement amendment withEssentially Yours Industries, Inc . (EYI) to provide the corporation with an undisclosedamount of water pitcher filtration systems to meet the demand received from recenttransactions in China. The total value of the order is expected to exceed $210

million . . . .

The agreement covers sales over a 2-year period with the Guangzhou CEIEC EnterpriseCO. LTD. (Guangzhou CEIEC), a subsidiary of The China National Electronics Import

& Export Corporation (CEIEC) . CEIEC, located in South China, is the largest exporterand importer of electronic products in China and was the first Chinese enterprise toestablish sales and cooperative relations with foreign brand name enterprises such asHitachi, Sharp, Mitsubishi, Panasonic, Siemens, Casio, Phillips, Hewlett-Packard, LG

and Samsung . Currently, the CEIEC is under the direction of the Chinese governmentand has extensive business relations with nearly 100 countries and regions andimports/exports over $1 Billion in products every year .

George Moore, Chief Operating Officer of MARTI explained his expectations for thisagreement amendment, "MARTI management firmly believes that everyone in theworld should be able to obtain clean water. With this and future additions in the EYIagreement MARTI will form the foundation which will allow both the EYI team andMARTI to provide access to quality water in all homes world wide . The opportunity towork with EYI with global goals to improve world health parallels our own goal toimprove the human condition through quality . The Letter of Intent will ensure thatpeople in Asia as well as the western hemisphere will be able to drink clean healthywater in their homes . This will be an excellent opportunity for all involved. "

Dennis L . Mast, CEO of HydroFlo stated, "I am pleased to see an order such as this

one. I feel as though my strategic business objectives are beginning to be realized inthat people all over the world will be protected from harmful contaminants in water . "

41 . The August 15, 2005 press release was materially false and misleading because i t

14

omitted the material facts that the agreement between MARTI and EYI is merely a consignment

agreement, that the $210 million figure was EYI's projected value and not that of MARTI, and

that EYI had not placed an order with MARTI for a particular quantity or dollar amount for the

water pitcher filtration systems, as evidenced by HydroFlo's purportedly corrective press release

dated October 26, 2005 which, in relevant part, states :

Hydroflo's August 15, 2005 press release indicated that MARTI had amended anagreement with EYI "to meet the demand received from recent transactions in China .

The total value of the order is expected to exceed $210 million ." Its August 18, 2005

press release also made reference to this "agreement amendment." While EYI did

inform MARTI prior to this date that it expected to order substantially more of theCode Blue(TM) product than previously expected as a result of potential sales by EYIinto the Chinese market and that such sales might have a value to EYI of as much as$210 million, EYI did not and has not placed an order with MARTI for any particularquantity or dollar volume of products, and neither GZE nor CEIEC is required to orderany particular quantity or dollar volume of product from EYI HK. EYI has only

requested that MARTI supply on consignment . . . .

. . . . the figure cited in the press release is a projection of revenue to EYI HK arising outof its own agreement with Chinese companies GZE and CEIEC, not a projection byMARTI of its own expected revenues from the arrangement .

42. The August 15, 2005 press release caused a sharp rise in the price of HydroFl o

stock. On August 14, 2005 HydroFlo stock closed at $ .17 on a volume of approximately 2 .3

million shares . In reaction to HydroFlo's materially false and misleading press release,

HydroFlo opened on August 15, 2005 at $ .23 and reached an intraday high of $ .25, and closed at

$.185 on a volume of approximately 4 million shares . Based on the materially false and

misleading press release, HydroFlo stock closed up 8 .8% from the previous day close and almost

doubled the previous trading day volume .

43 . The fifth press release issued on August 18, 2005 reiterated and reaffirmed the

August 15, 2005 press release which states in relevant part :

HydroFlo CEO Featured in the Wall Street ReporterThursday August 18, 12 :43 pm E T

During the interview Mr. Mast explains the latest agreement amendment with

Essentially Yours Industries, Inc . (EYII) and the $210 million letter of intent receive d

15

by EYII . He also discusses his projections and outlook for substantial financial growthof HydroFlo in the next 2-3 years .

To hear the entire interview, visit www.wallstreetreporter .com. The interview can beaccessed by locating the ticker symbol (HYRF) on the right hand column under theOTCBB exchange heading .

44. The sixth press release issued on September 6, 2005 states in relevant pa rt :

MARTI Signs Agreement With Chinese ManufacturerTuesday September 6, 8 :00 am ET

WAL Pitcher & Filter Contract Terminated. . . . HydroFlo, Inc . (OTC BB : HYRF.OB - News), today announced a new contractualagreement with a major international plastics injection molding firm for production ofMARTI pitcher and filtration units . These units will initially be manufactured in ahighly automated, 100,000 square meter facility located near Shanghai, in amounts ofup to 1,200 pitchers and 4,000 filters daily.

This manufacturer will help MARTI fulfill the large backlog of orders recently receivedthrough MARTI's current distribution channel . They will also ensure ongoingproduction capacity to meet projected orders through 2007 and beyond. The Chinesemanufacturing facility is also favorably located logistically to cost effectively meet thegrowing Indo-China market and recently identified distributors throughout the PacificRim .

Chief Operating Officer of MARTI, George Moore, commented that the shift inmanufacturing supply chain logistics, though difficult, became necessary to meet theexponential demand, and evolving MARTI marketing strategy explaining, "I amdelighted to be able to produce pitchers and filters in such volumes that not only can wefulfill a projection of over $210 million worth of product sales, but we will now havethe production capacity to develop our own branded products which will be available toa wider geographical market . "

45 . The September 6, 2005 press release bolstered the Company's prior false an d

misleading press releases which conveyed to the market that the $210 million sales figure was

that of MARTI, that MARTI was a party to this agreement , and that somehow the prior

agreement with EYI was in fact more than a mere consignment agreement which did not requir e

EYI to purchase a particular quantity of or dollar amount of MARTI products as previousl y

evidenced above .

46. The statement made by George Moore in the September 6, 2005 press release wa s

materially false and misleading since it attributes the $210 million sales figure to MARTI, which

is evidenced by HydroFlo's purportedly corrective press release dated October 26, 2005 which,

16

in relevant part, states :

Hydroflo's September 6, 2005 press release contains a quotation from MARTI's COO,George Moore , that makes reference to "a projection of over $210 million worth ofproduct sales." As noted above, the projection in question is EYI's projection of theretail value to EYI HK of EYI HK's Code Blue(TM) sales into the Chinese market .

47. As a result, HydroFlo stock dramatically rose on September 6, 2005 . On the prior

trading day September 2, 2005, HydroFlo stock closed at $.24 with a volume of approximately

565,500 shares . On September 6, 2005, HydroFlo stock closed at $ .32 with a volume of

approximately 3,287,800 shares, a 33% and 481% increase, respectively .

48. The seventh press release issued on September 7, 2005 reiterated, reaffirmed, and

added to the September 6, 2005 press release . The September 7, 2005 release states in relevant

part :

MARTI Provides Details Regarding China ManufacturingWednesday September 7, 3 :38 pm E T

North Carolina Production Contrac tRALEIGH, NC--(MARKET WIRE)--Sep 7, 2005 -

[MARTI] continues to expand on released information regarding their new agreementfor pitcher and filtration system manufacturing contracts . Yesterday the companyannounced an agreement with a major Chinese international plastics injection moldingfirm for production of their water filtration units . . . .

. . . . after further negotiation and discussion with the manufacturer, these numbers haveincreased by more than 5 times their original projections . The company todayannounced that approximately 8,000 pitchers and 25,000 filters will begin the initialdaily production goal . The new manufacturer will produce over 2 million pitchers and 6million filters per year . . . .

MARTI also announced that contracts are complete with a textile firm in Eastern NorthCarolina to manufacture the ARTI-64(TM) media for their filtration units . Thecompany will provide an abundant supply of inserts for each of the water filtrationunits with the patented arsenic and bacterial removal technology .

49. HydroFlo failed to disclose the material facts that only those pitchers and filter s

reasonably necessary to satisfy the demands of MARTI' s customers would be produced and that

the only demand the Company had at that point was the consignment agreement it had with EYI

17

that did not require EYI to purchase any pa rt icular quantity or dollar amount of MARTI' s

products, as evidenced by HydroFlo's purportedly corrective press release dated October 26 ,

2005 which, in relevant part, states :

Neither the EYI HK-GZE-CEIEC agreement nor MARTI's own agreement with EYIrequire the purchase of a particular quantity or dollar amount of Code Blue(TM)products . Furthermore, MARTI provides the Code Blue(TM) product to EYI on aconsignment basis, meaning that MARTI is not entitled to payment for the productuntil EYI actually sells it to EYI's customers .

Under the terms of its agreement with EYI, MARTI . . . . . EYI has requested theproduction of 10,000 pitchers and 16,800 filters . . . . MARTI has shipped 3,078 pitchersand 3,078 filters to EYI . . . . MARTI has been paid $15,000 for units sold by EYI .

In its September 7, 2005 press release, Hydroflo indicated that MARTI's initial dailygoal for the production of pitchers and filters in China would be 8,000 pitchers and25,000 filters and projected that the facility would produce over 2 million pitchers and6 million filters per year . This facility will produce only those pitchers and filtersreasonably necessary to satisfy the demands of MARTI's customers . At present, theonly such demand has been EYI's request for the production of the quantities ofpitchers and filters mentioned earlier in this press release .

50. The September 7, 2005 press release bolstered the appearance that MARTI had a

huge backlog of orders from the aforementioned agreements , when in fact even as of October 26 ,

2005, MARTI had only had been paid $15,000 by EYI for units sold by EYI . As such , the press

release caused HydroFlo stock to dramatically rise . According to Yahoo! Finance, the

September 7, 2005 press release was issued with 22 mins . left in the trading day .

Notwithstanding, HydroFlo stock closed at $ .34 up 6.3% from the opening price . The next day

on September 8, 2005 HydroFlo stock opened at $ .35 and closed at $ .475, a $39 .7% increase .

51 . The eighth press release issued on September 12, 2005 states in relevant part :

HydroFlo to Donate Water and Filtering Systems forHurricane Katrina SurvivorsMonday September 12, 8:00 am E T

Wholly Owned Subsidiaries MARTI and HydroFlo Water Treatment Agree toProvide Potable and Wastewater Treatment Systems to DOD and FEMA to Aid inHurricane Relief Effor t

(MARTI) has agreed to donate water fi ltering systems along with consultin g

l8

services to aid in the Hurricane Katrina disaster relief effort . The initial commitment fordistribution of water pitchers and filters is for 5,000 units . The first shipment isexpected the go out this week to DOD and other shipments will follow to FEMA asunits are produced by our Chinese manufacturer .

HydroFlo contacted DOD and FEMA through its relationship with John D . Milne andmCapitol Management. Mr. Milne will aid in expediting the relief effort thru hisgovernment contacts . Mr. Milne stated, "mCapitol Management is contacting, on behalfof HydroFlo, the Federal Government Departments and Agencies responsible forproviding safety, food, shelter and water to the victims of Hurricane Katrina on theGulf Coast and offering through those Federal authorities water filter kits to citizens inneed of safe drinking water . We are also contacting the Governors of Mississippi,Alabama, and Louisiana. "

According to Dennis L . Mast, Chief Executive Officer of HydroFlo, ARTI-64(TM), thepatented MARTI water filtration technology, reduces many of these bacteria in watermaking it safer for human consumption . He explained the company's commitment tothe victims of Hurricane Katrina, "I am extremely concerned for the health and well-being of the people in the Gulf Region who have been stricken by this devastatingevent . I have personally lived through 5 hurricanes, and I know what type of damage astorm of Katrina's magnitude can have on the lives of families and individuals . I amhonored to be able to offer these services to our fellow citizens during this horrificcrisis . "

52 . The ninth press release issued on September 16, 2005 states in relevant part :

Federal Government to Allocate Billions to Restore WaterSupply as the Prima ry Goal in Relief EffortFriday September 16, 8:00 am ET

RALEIGH, NC--(MARKET WIRE)--Sep 16, 2005 -- HydroFlo Water Treatment, Inc .(HWTI), a portfolio company of HydroFlo, Inc. (OTC BB : HYRF.OB - News ,announced the company will consult with Federal, State and Local officials in an effortto restore sewer treatment and water supply throughout the Hurricane-ravaged areas inthe Gulf Region . The Company, through lobbying firm mCapitol, has made contactwith several government officials to expedite the distribution of water filtration systemsand consulting services to enable local municipalities to restore basic sanitary livingconditions .

Dennis Mast of HydroFlo stated, We have already contacted Federal, State and Localofficials, and we are contributing all the resources at our disposal to assist in the reliefeffort . Our investors should know that John Milne is doing all he can to secure aportion of the $100 billion that is being made available for disaster relief. "

The president last night spoke of the immediate need to restore the basic necessitiessuch as sewer and water to local municipalities . In order to restore the infrastructureand to return residents to their homes and business places, there must clean potablewater and a means of maintaining a secure abundant supply . HydroFlo has committedto supplying 5,000 drinking water filtration units for the victims of Hurricane Katrina.

53. The September 12, 2005 and September 16, 2005 press releases falsely conveyed

to the public that HydroFlo had actually reached agreements with entities to supply consultin g

19

services, this is evidenced by HydroFlo's purportedly corrective press release of October 26,

2005 which, in relevant part, states :

Hydroflo's September 12, 2005 and September 16, 2005 press releases concernedHydroflo's response to Hurricane Katrina. To the extent these releases state or implythat Hydroflo's portfolio companies had actually reached agreements with any entitiesto supply consulting services, they are inaccurate . Certain of those companies havesimply offered such services .

54. The tenth press release issued on September 20, 2005 states in relevant part :

First Shipment of Filtering Systems Leaves for HurricaneKatrina SurvivorsTuesday September 20, 8 :00 am ET

Wholly Owned Subsidiaries MARTI and HydroFlo Water Treatment DeliverWater and Wastewater Treatment Systems to Local Government for Aid inHurricane Relief Effort

. . . . (MARTI) has donated water filtering systems, along with HydroFlo portfoliocompany HydroFlo Water Treatment (HWTI) consulting services, to aid in theHurricane Katrina disaster relief effort . The initial commitment for distribution of waterpitchers and filters is for 5,000 units . The first shipment has been sent out to assistsurvivors and other shipments will follow to FEMA and the DOD as units are producedby our manufacturers .

Dennis L . Mast, Chief Executive Officer of HydroFlo, stated, "In response to thePresident's request to restore the basic infrastructure of the hurricane-ravagedmunicipalities, HydroFlo has enlisted the help of local lobbyist Joe Mapes . Joe bringsus the ability to have direct contact with families that have been affected as well asintroductions to local governments and municipalities that need our help . "

John D. Milne of mCapitol Management, who is very familiar with the Hurricane-affected area having been a resident of Baton Rouge, Louisiana, stated, "We arecontinuing our efforts with Federal and State agencies to offer HydroFlo technology tovictims of the hurricane to assist in their recovery from this devastating storm in theform of water filter systems and consulting services . "

55 . The September 20, 2005 press release falsely states that the "initial commitmen t

for distribution of water pitchers and filters is 5,000 units ." HydroFlo added that the first

shipment was sent out and that "other shipments will follow to FEMA and the DOD as units are

produced by [HydroFlo's] manufacturers ." In fact, the water pitchers and filters were not

delivered nor were they to be delivered to FEMA or the DOD, as evidenced by HydroFlo's

purportedly corrective press releases of October 7, 2005 and October 26, 2005 which state i n

20

relevant part :

October 7, 2005 press release :RALEIGH, NC--(MARKET WIRE)--Oct 7, 2005 -- In the news release, "FirstShipment of Filtering Systems Leaves for Hurricane Katrina Survivors" issuedTuesday, September 20, 2005, by HydroFlo, Inc., we are advised by the company thatthe first paragraph should read "HydroFlo, Inc . (OTC BB : HYRF.OB - News todayannounced portfolio company Metals & Arsenic Removal Technology, Inc . (MARTI)has donated water filtering systems, along with HydroFlo portfolio company HydroFloWater Treatment (HWTI) consulting services, to aid in the Hurricane Katrina disasterrelief effort . The initial commitment for distribution of water pitchers and filters is for5,000 units . The first shipment has been sent out to assist survivors and other shipmentswill follow to FEMA and the DOD as units are produced by our manufacturers . Thefull shipment of 5,000 was ordered on September 19 and confirmation was receivedthat the shipment will be sent from the China plant on October 15, 2005 ." Rather . . .

October 26, 2005 press release :Hydroflo's September 20, 2005 press release captioned "First Shipment of FilteringSystems leaves for Hurricane Katrina Survivors" (corrected October 7, 2005)incorrectly continues to indicate in its caption that the water pitcher and filtration unitsmentioned in the release had been shipped and that further shipments to FEMA andDOD would be made at a later time . In fact, as indicated in the text of the release, thosegoods had not yet been shipped . They were scheduled to ship on October 15, 2005, butthe shipment has been delayed, and they have not been shipped as of the date of thisrelease . In addition, the article incorrectly indicates that the pitchers and filters were tobe shipped to DOD and FEMA, when in fact they were to be shipped to Judge NickiBoland.

56 . The eleventh press release issued on September 27, 2005 in relevant part states :

MARTI Distributor Signs Guaranteed 2 Year $42 MillionAgreement With Chinese Distribution Compan yTuesday September 27, 1 :35 pm E T

Pitcher & Filters to be Distributed Throughout ChinaRALEIGH, NC--(MARKET WIRE)-. . . . (MARTI), a portfolio company of HydroFlo, Inc . (OTC BB : HYRF.OB - News),today announced the company will produce and supply Canadian DistributionCompany, Essentially Yours Industries , Inc. (EYI ) and China Electronics Import andExport South China Corporation (CEIEC) with $42 million wo rth of Water Pitchersand Filters .

. . . . (MARTI), a portfolio company of HydroFlo, Inc . will provide the CanadianDistribution Company with water pitcher and filters manufactured and produced byMARTI . CEIEC must purchase a minimum of $21,000,000 in product in each of theyears 2006 and 2007 . CEIEC, located in South China, is the largest exporter andimporter of electronic products in China and was the first Chinese enterprise toestablish sales and cooperative relations with foreign brand name enterprises such asHitachi, Sharp, Mitsubishi, Panasonic, Siemens, Casio, Philips, Hewlett-Packard, LGand Samsung . Currently, CEIEC is under the direction of the Chinese government andhas extensive business relations with nearly 100 countries and regions andimports/exports over US$1 Billion in products every year .

21

57. HydroFlo' s September 27, 2005 press release is materially false and misleading as

it omits that, the revenue projection is for EYI and not MARTI, that the Chinese distribution

company is not required to purchase any particular quantity or dollar amount of product from

EYI, that the agreement between EYI and MARTI is merely a consignment agreement, and that

no purchase orders and letters of credit had been issued, as evidenced by HydroFlo's purportedly

corrective October 6, 2005 and October 26, 2005 press releases which state in relevant part :

October 6, 2005 press release :RALEIGH, NC--(MARKET WIRE)--Oct 6, 2005 -- In the news release, "MARTIDistributor Signs Guaranteed 2 Year $42 Million Agreement With Chinese DistributionCompany," issued Wednesday, September 28, 2005, by HydroFlo, Inc ., we are advised

by the company that the first paragraph should read, "Metals & Arsenic RemovalTechnology, Inc . (MARTI), a wholly owned portfolio company of HydroFlo, Inc .

(OTC BB : HYRF.OB - News , today announced the company will produce and supplyCanadian Distribution Company, Essentially Yours Industries, Inc . (EYI) and ChinaElectronics Import and Export South China Corporation (CEIEC) with $42 millionworth of Water Pitchers and Filters . While the contract between EYI and CEIEC detailsthese minimum purchase amounts, purchase orders, and/or letters of credit have not yet

been issued ." rather than "Metals & Arsenic Removal Technology, Inc . (MARTI), a

portfolio company of 1-lydroFlo, Inc . (OTC BB : HYRF.OB - News), today announced

the company will produce and supply Canadian Distribution Company, EssentiallyYours Industries, Inc. (EYI) and China Electronics Import and Export South ChinaCorporation (CEIEC) with $42 million worth of Water Pitchers and Filters . "

October 26, 2005 press release :Hydroflo's September 27, 2005 press release (corrected October 6, 2005) refers to a"Guaranteed 2 Year $42 Million Agreement With Chinese Distribution Company" andstates that MARTI would produce and supply this quantity of pitchers and filters to

EYI . In fact, these revenue projections are projections of revenue to FYI HK arising outof the agreement, not projections of revenue to MARTI. CEIEC (the Chinesedistribution company) is not required to purchase any particular quantity of productfrom EYI, and EYI is not required to purchase a particular quantity or dollar volume of

MARTI's products .

58. As a result of the false and misleading September 27, 2005 release, HydroFlo

stock dramatically rose. On September 26, 2005 HydroFlo stock closed at $ .79 on a volume o f

approximately 1 .69 million shares. On September 27, 2005, HydroFlo stock closed at $ .97 on a

volume of approximately 3 .31 million shares, a 23% and 96% increase , respectively.

59 . The twelfth press release issued on September 28, 2005 states in relevant part :

22

HydroFlo Portfolio Company MARTI Values EYII ContractAnnounced Yesterday at $210 ,000,000 Over Next 2 YearsWednesday September 28, 12:45 pm ET

MARTI Pitcher & Filters to Be Distributed Throughout Chin aRALEIGH, NC--(MARKET WIRE)--Sep 28, 2005 -- Metals & Arsenic RemovalTechnology, Inc. (MARTI), a portfolio company of HydroFlo, Inc . (OTCBB : HYRF.OB - News) Values EYII Contract Announced Yesterday (based on 8K filedby EYII) at $2I0,000,000 Over Next 2 Years .

60. This press release is materially false and misleading as it omits the material fact s

that, that the Chinese distribution company is not required to purchase any particular quantity of

product from EYI, that EYI is not required to purchase a particular quantity or dollar volume of

MARTI's products, that the $210 million sales figure is that of EYI and not of MARTI, that

purchase orders and letters of credit had not issued, that "certain requirements had to be met,"

and that the agreement between EYI and MARTI is merely a consignment agreement, as it is

evidenced by HydroFlo's purportedly corrective October 6, 2005 and October 26, 2005 pres s

releases which state in relevant part :

October 6, 2005 press releas eIn the news release, "HydroFlo Portfolio Company MARTI Values EYII ContractAnnounced Yesterday at $210,000,000 Over Next 2 Years," issued Wednesday,September 28, 2005, by HydroFlo, Inc ., we are advised by the company that the firstparagraph should read, "Metals & Arsenic Removal Technology, Inc . (MARTI), a

portfolio company of HydroFlo, Inc . (OTC BB: HYRF) Values EYII ContractAnnounced Yesterday (based on 8K filed by EYII) at $210,000,000 Over Next 2 Years .While the EYI contract details these purchase amounts, purchase orders, and/or lettersof credit have not yet been issued, and certain requirements must be met," rather than"Metals & Arsenic Removal Technology, Inc . (MARTI), a portfolio company ofHydroFlo, Inc . (OTC BB: HYRF) Values EYII Contract Announced Yesterday (basedon 8K filed by EYII) at $210,000,000 Over Next 2 Years . "

October 26, 2005 press releaseHydroflo's September 28, 2005 press release (corrected October 6, 2005) incorrectlyindicates that Hydroflo values the EYI HK-GZE-CEIEC contract at $210,000,000 overthe next two years . As noted above, MARTI's agreement with FYI is a consignmentagreement whereby EYI pays MARTI only for those items actually purchased by EYI'scustomers . EYI is not required to purchase a particular quantity or dollar volume ofMARTI's products . As explained previously, the figure cited in the press release is aprojection of revenue to EYI HK arising out of its own agreement with Chinesecompanies GZE and CEIEC, not a projection by MARTI of its own expected revenues

from the arrangement .

23

61 . The thirteenth press release issued on September 30, 2005 states in relevant part :

HydroFlo Files Extension for Filing of Annual Report to Allowfor New Asset Valuation in Wake of $42 Million MARTIAgreementFriday September 30, 8 :30 am ET

RALEIGH, NC--(MARKET WIRE)--Sep 30, 2005 -- HydroFlo, Inc . (OTC

BB : HYRF.OB - News) CEO Dennis Mast today issued a comment regarding theCompany's Notice of a Late Filing of Form 10-K filed on September 28, 2005 . As a

result of the recent two-year $42 million agreement that portfolio company Metals &Arsenic Removal Technology, Inc . (MARTI) received from a Chinese distributioncompany, HydroFlo's Board of Directors believes that the Company should seek a newindependent valuation of the Company's portfolio assets .

"An agreement of this magnitude, which we have valued at over $210 million over thenext two years, is so significant that the Board feels that an independent valuation ofour portfolio assets is in order before our Annual Report is filed," stated Mr. Mast."While it is clear that the contract will significantly increase the value of MARTI, theBoard would like an independent verification before we calculate how much our pershare net asset value has grown. "

62. This September 30, 2005 press release is materially false and misleading as i t

omits the material facts that, that the Chinese distribution company is not required to purchase

any particular quantity of product from EYI, that EYI is not required to purchase a particular

quantity or dollar volume of MARTI's products, and that the revenue projection is that of EYI

and not MARTI, as evidenced by the HydroFlo's purportedly corrective press release of Octobe r

26, 2005 that states in relevant part:

Hydroflo's September 30, 2005 press release inaccurately states the reason forHydroflo's decision to seek additional time to file its Form 10-K and inaccuratelysuggests, in a quotation from its CEO, Dennis Mast, that Hydroflo values a portion ofthe MARTI-EYI business at $42 million or at over $210 million over the next two

years .

Hydroflo's 10-K filing was delayed because Hydroflo's accountants requested that itsBoard of Directors seek an independent valuation, the Board of Directors did so, andthe valuation was not completed in time for the 10-K to incorporate it and still be filedby the original deadline .

As noted above, the $42 million and $210 million figures reflect EYI's estimate of theretail value to EYI of orders of the Code Blue(TM) pitcher in the Chinese market.MARTI's agreement with EYI is a consignment agreement whereby EYI pays MARTIonly for those items actually purchased by EYI's customers . EYI is not required topurchase a particular quantity or dollar volume of MARTI's products . The projection s

24

in the article relate to EYI's expectations for its own sales, not MARTI's expectedrevenues from the arrangement .

63 . On or about October 3, 2005 a purportedly independent fee-based consulting and

research firm, Wasserman Morris, issued a report rating HydroFlo as a "Speculative Bu y

Reaffirmed" and raised the price target of HydroFlo Stock to $2 .10. The report was dated

October 3, 2005, however, the Wasserman Morris report appears on the news wires as being

released at 4:05 p .m. on October 4, 2005. According to the report, Wasserman Morris was paid

$19,500 by HydroFlo for one year of analyst coverage . A copy of the report is also posted on

HydroFlo's website at www.hydroflo .us. The Wasserman Morris report refers to the following

points :

We reiterate the Speculative BUY rating on HYRF, but revise upward our price target

of $2 .10 following the developments concerning significant revenue potential derivedfrom the recently signed agreement with Essentially Yours Industries, Inc . and ChinaElectronics Import and South China Export Corporation .

The above-mentioned agreement is likely to provide HYRF with roughly $210 millionin revenues for the next years . . . . Moreover, the collaboration with [EYI] could also

bring HYRF up to $7 .5 million in revenues from the sale of water filers, pitchers, and

FATS units . . . . during the next twelve months .

. . . . HYRF is actively involved in the restoration of basis sanitary living conditions inthe hurricane ravaged regions of Mississippi, Alabama, and Louisiana . We expectHYRF's management to secure a portion of the $100 billion that are being made

available for disaster relief. . . .

In order to sustain such impressive achievements, HYRF has shifted water filets andpitchers production to China . . . .

The aforementioned developments significantly increased the fair value of HYRF's

assets . Based on our conservative estimates, the investment portfolio value hasdoubled during the last 6 month [sic] . As a result, we have revised upward our pricetarget to $2 .10 .

64. The report relied on the aforementioned materially false and misleading press

releases issued by HydroFlo, as well as communications directly with HydroFlo, as evidenced by

HydroFlo's October 26, 2005 purportedly corrective press release which states in relevant part :

10/3/2005 Wasserman Morris ReportThe October 3, 2005 report on Hydroflo, Inc . issued by Wasserman Morris contained anumber of inaccurate or incomplete statements about the company . In particular :

25

The report refers to a "recently signed agreement with . . . China Electronics Import andSouth China Export Corporation ." To the extent the report could be read to suggest thatHydroflo has a recently signed agreement with this company, it is in error . NeitherHydroflo nor any of its portfolio companies have an agreement with China ElectronicsImport and South China Export Corporation . MARTI reseller EYI has reported such anagreement with a similarly named company .

The report also indicates that the reported agreement "is likely to provide [Hydroflo]with roughly $210 million in revenues for the next two years from the sale of waterfilters and pitchers in the Chinese Market." While MARTI's agreement with EYI couldprovide MARTI with significant revenue ultimately derived from EYI's sale of waterfilters and pitchers to the Chinese company, neither MARTI's agreement with EYI norEYI's agreement with CEIEC guarantees the purchase of particular quantities or dollarvolumes. The $210 million projection in the Wasserman Morris report is the amountthat EYI reports as CEIEC's projected purchase from EYI during the stated period .

The report indicates that MARTI's collaboration with EYI "could also bring [Hydroflo]

up to $7.5 million in revenues from the sale of water filters, pitchers and FATS units inthe U.S. and Canada markets during the next twelve months ." While MARTI'sagreement with EYI could provide MARTI with significant revenue ultimately derivedfrom EYI's sale of water pitchers and filters in the United States and Canadian markets,EYI is not currently selling the FATS unit, and the 12-month, $7 .5 million revenueprojection contained in the Wasserman Morris report is EYI's projection of its ownrevenues for a stated period (not the next twelve months), not a projection of MARTI'slikely revenues .

The report also states that Hydroflo is "actively involved in the restoration of basicsanitary living conditions in the hurricane-ravaged regions of Mississippi, Alabama,

and Louisiana." To date, Hydroflo's involvement in such activities has been limited toMARTI's donation of 5,000 water pitcher and filter units for use in affected areas, forwhich Hydroflo's chairman has informally agreed to reimburse the company, and tooffers to provide consulting services to governmental organizations .

The report also states that Hydroflo's management "expects to secure a portion of the$100 billion that are being made available for disaster relief." Hydroflo has no presentbasis to expect to secure a portion of this money, although Hydroflo's portfoliocompanies are seeking contracts to provide their products and services for that purpose .

Finally, the report states that the company "moved its corporate offices to NorthCarolina ." The offices simply moved within the state to a larger space .

65. As a result of the false and misleading information contained in the Wasserma n

Morris report by virtue of HydroFlo' s aforementioned materially false and misleading pres s

releases and direct communications , HydroFlo stock rose sharply . On September 30, 2005,

HydroFlo stock closed at $ .81 on a volume of approximately 504,000 shares . The next trading

day on October 3, 2005 HydroFlo stock closed at $ .88 on volume of approximately 850,000

shares, up 8 .6% and 68.7%, respectively . HydroFlo stock continued to rise . On October 4 ,

26

2005, HydroFlo stock closed at $1 .17 on a volume of 2.2 million shares, up 33% and 159% ,

respectively .

66. Defendants adopted and perpetuated the statements contained in the Wasserma n

Report as the Company announced through a press release on October 4, 2005 pointing investors

to the Wasserman Report . The press release also indicated that the report was available for

viewing on the HydroFlo website-where it remains available today . Additionally, the

Company intentionally fostered a mistaken belief about the agreements with EYI and the

revenue projections therein as it was aware that the information they provided to Wasserman

Morris in this regard was false at the time they provided the information to Wasserman Morris .

The press release states in relevant part :

Wasserman Morris & Co . Initiates Coverage and Issues Research Report forHydroFlo With Price Target Upgrade to $2 .1 0

RALEIGH, NC -- (MARKET WIRE) -- 10/04/2005 -- HydroFlo, Inc . (OTC BB :

HYRF) today announced that New York-based Wasserman Morris & Company, anindependent investment research firm, began its initial coverage of the Company .Wasserman Morris & Company initiated coverage with a report that upgraded the

previous price target from $0 .47 to $2.10 well above its current trading price while

maintaining a "Speculative Buy ." Their report is available for viewing at

http ://www.wassermanmorris.com .

In the latest report Wasserman Morris & Company's analysts explained, "We raised the

previous price target from $0 .47to $2 .10 per share and maintained the Speculative Buy

Rating of HYRF's common stock. In our opinion, HYRF is succeeding in building aportfolio of companies in the water market that will enjoy cost and revenue synergies ."

Wasserman Morris & Co. is an equity research firm providing un-biased research for

significantly under-followed small cap companies . Wasserman Morris & Co .

distributes its research to a broad audience of institutional and individual investorsseeking information on under-followed small cap stocks .

67. As aforementioned, on October 6, 2005 HydroFlo issued two press releases ,

purportedly correcting the September 27, 2005 and September 28, 2005, respectively .

68. Both press releases issued on October 6 2005, were also false and misleading as

they omitted material facts that the revenue projections were that of EYI and not MARTI, that

27

the Chinese distribution companies were not required to purchase any particular quantity o f

product from EYI, and that EYI was not required to purchase a particular quantity or dollar

volume of MARTI's products, and that the agreement between EYI and MARTI was merely a

consignment agreement as evidenced in paragraphs 52 and 55 of this complaint .

69. After the close of trading on October 26, 2005, HydroFlo issued a press releas e

entitled "HydroFlo Corrects and Supplements Prior Releases and Reports," acknowledging a

series of materially false and misleading statements contained in the 15 aforementioned pres s

releases .

70 . Additionally, the October 26, 2005 press release revealed that "CEO Dennis Mast ,

and MARTI COO George Moor have received and complied with subpoenas in connections with

a formal investigation that includes into the accuracy of HydroFlo's press releases and publi c

filings ."

71 . As a result of the October 26, 2005 press release, HydroFlo stock dramatically fel l

in price. On October 26, 2005, HydroFlo stock closed at $ .63 on a volume of approximately 1 . 3

million shares . On October 27, 2005 the stock opened at $ .25 and closed at $ .36 on a volume of

approximately 9 .4 million shares, a 42.9% drop in price and a 623% increase in volume .

ADDITIONAL ALLEGATIONS DEMONSTRATING SCIENTER AND FALSIT Y

72. As alleged herein, defendants acted with scienter in that defendants knew tha t

the public documents and statements issued or disseminated in the name of the Company were

materially misleading ; knew that such statements or documents would be issued or disseminate d

to the investing public ; and knowingly and substantially participated or acquiesced in th e

issuance or dissemination of such statements or documents as primary violations of the federa l

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securities laws . As set forth elsewhere herein in detail, defendants, by virtue of their receipt o f

information reflecting the true facts regarding HydroFlo, their control over, and/or receipt and/o r

modification of HydroFlo's allegedly materially misleading statements and/or their

associations with the Company which made them privy to confidential proprietary informatio n

concerning HydroFlo, participated in the fraudulent scheme alleged herein .

73 . Defendants conduct was reckless creates a strong inference of consciou s

misbehavior as they were aware of the falsity of how they characterized the "orders' they

received from EYL In particular the Company touted various revenue projections for itself,

however, these projections were not really for the Company , but for EYI . Moreover , defendants

failed to disclose that the "contracts" and "orders" the Company received were merely

consignment orders that did not require EYI or purchasers of HydroFlo' s products through EYI

to purchase ay of the Company's products . All these facts were later disclosed by the Compan y

in its purportedly corrective October 26, 2005 press release .

74. Additionally, the fact the Company issued two purportedly corrective press

releases on October 6, 2005, but failed to correct all the misleading information as set forth in the

October 26, 2005 press release demonstrates a strong inference of reckless conduct and/o r

conscious misbehavior . The two October 6, 2005 press releases also demonstrate that defendant s

were aware of the false information contained in their prior releases .

APPLICABILITY OF PRESUMPTION OF RELIANCE

FRAUD-ON-THE-MARKET DOCTRINE

75 . The presumption of reliance under the fraud on the market doctrine is applicable

in that :

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a. the omissions and misleading statements were material ;

b , the securities of the Company traded in an efficient market ;

c. the misleading statements and omissions alleged would tend to induce a

reasonable investor to misjudge the value of the Company' s securities ; and

d. Plaintiffs and members of the Class purchased their HydroFlo securitie s

between the time defendants failed to disclose or misrepresented materia l

facts and the time the true facts were disclosed, without knowledge of th e

omitted facts or misleading statements .

76. At all relevant times, the market for HydroFlo securities was an efficien t

market for the following reasons, among others :

a. HydroFlo stock met the requirements for listing on the over-the-counte r

(OTC) Bulletin Board, an efficient and automated market . During the class

period on average approximately 4,305,331 of HydroFlo stock were traded on

a weekly basis . Even discounting 50% for potential double counting of

market maker trades, the discounted average weekly volume as a percentag e

of outstanding shares is over 5 .2%, permitting a very strong presumption that

HydroFlo shares traded in an efficient market ;

b. As a regulated issuer during the Class Period, HydroFlo filed periodic publi c

reports with the SEC and the OTC Bulletin Board and/or NASD ;

c. More than 10 firms acted as market makers for HydroFlo stock during the

Class Period ;

d. Hydroflo regularly communicated with public investors via established

market communication mechanisms, including through regular dissemination s

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of press releases on the national circuits of major newswire services and

through other wide-ranging public disclosures, such as communications wit h

the financial press, analysts, and other similar reporting services ; and

e. HydroFlo's stock price reacted quickly in response to material news about the

Company .

77 . As a result of the foregoing the market for HydroFlo securities promptly

digested current information regarding HydroFlo from all publicly availabl e

sources and reflected such information in HydroFlo's stock price . Under

these circumstances , all purchasers of HydroFlo' s securities during the Class

Period suffered similar injury through their purchase of HydroFlo securities a t

artificially inflated prices and a presumption of reliance applies .

DEFENDANTS' CONDUCT CAUSED DAMAGE TO INVESTOR S

78. Plaintiffs and the members of the Class paid an inflated price for the HydroFl o

shares they purchased during the Class Period because the market price of the stock was

artificially inflated as a result of the above-described misleading statements and omissions ,

causing Plaintiffs and the Class to suffer damages in an amount to be proved at trial .

79. The false and misleading nature of the August 15, 2005 (8 a .m. E.T . ) press releas e

caused a sharp rise in the price of HydroFlo stock . HydroFlo stock opened at $ .23 up $ .06 or

35.3%. Hydroflo stock reached an intraday high of $ .25 and closed the day at $.185, up 8 .8%

from the previous trading day . HydroFlo traded approximately 4 million shares that day, up

from 2 .3 million shares the previous day .

80. The false and misleading nature of the September 6, 2005 (8 a .m. E.T.) press

release caused another sharp rise in the price of HydroFlo stock . Hydroflo stock opened at $ .28

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up $.04 or 16 .7% from the previous trading day. HydroFlo stock reached an intraday high of

$ .345 and closed the day at $ .32 up 33% from the previous trading day . HydroFlo traded

approximately 3 .29 million shares up from approximately 565,000 shares the previous trading

day .

81 . The false and misleading nature of the September 7, 2005 (3 :38 p .m. E.T.) press

release caused HydroFlo stock to close up at $ .34 from the $ .32 it opened at on September 7,

2005, even with the apparent 22 mins . of trading. On September 8, 2005, HydroFlo's stock

opened at $ 3 5 and closed at $ .475, a 39 .7% increase.

82 . The false and misleading nature of the September 27, 2005 (1 :35 p.m. E.T.) press

release caused another sharp rise in the price of HydroFlo Stock . Hydroflo stock closed at $ .97

up from $.18 or 23% from the previous trading day . HydroFlo stock traded 3 .31 million shares

up from 1 .69 million shares from the previous trading day .

83 . The false and misleading nature of the HydroFlo's aforementioned press release s

were relied upon in the Wasserman Morris report which was dated October 3, 2005, but appears

over the news wires on October 4, 2005 at 4 :00 p .m. E.T. Notwithstanding, HydroFlo stock rose

sharply as a result of the report . On September 30, 2005, HydroFlo stock closed at $ .81 on

approximately 504,000 shares traded. The next trading day on October 3, 2005, HydroFlo stock

closed at $ .88 on approximately 850,000 shares traded, up 8 .6% and 68 .7%, respectively .

HydroFlo stock continued to rise. On October 4, 2005, HydroFlo stock closed at $1 .17 on 2.2

million shares traded, up 33% and 159%, respectively .

84 . On October 6, 2005 HydroFlo issued two purportedly corrective press releases

partially correcting the false and misleading September 27, 2005 and September 28, 2005 press

releases. As a result of the HyrdoFlo's two purportedly corrective press releases of October 6 ,

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2005, HydroFlo Stock absorbed significant losses . On October 5, 2005, HydroFlo stock had

closed at $1 .03 . On October 6, 2005, HydroFlo stock closed at $ . 95, a 7 .8% loss .

85 . After the close of trading on October 26, 2005, HydroFlo issued a press releas e

entitled "HydroFlo Corrects and Supplements Prior Releases and Reports," acknowledgin g

several falsehoods and misrepresentations contained in 15 aforementioned press releases . As a

result of the October 26, 2005 press release HydroFlo stock dramatically fell in price . On

October 26, 2005, HydroFlo stock closed at $ .63 on approximately 1 .3 million shares traded . On

October 27, 2005 the stock opened at $ .25 and closed at $ .36 on 9 .4 million shares traded, a

42.9% drop in price and a 623% increase in volume .

86. Had Plaintiffs and members of the class known the truth of the above-mentione d

false and misleading statements, they would not have purchased HydroFlo securities .

NO SAFE HARBOR

87 . The statutory safe harbor provided for forward- looking statements under ce rtain

circumstances does not apply to any of the allegedly false statements pleaded in this complaint .

The specific misrepresentations of defendants pleaded herein were not identified as

"forward-looking statements" when made. To the extent there were any forward-looking

statements, there were no meaningful cautionary statements identifying important factors that

could cause actual results to differ materially from those in the purportedly forward-looking

statements . Alternatively, to the extent that the statutory safe harbor does apply to any forward-

looking statements pleaded herein, defendants are liable for those false forward-lookin g

statements because at the time each of those forward-looking statements was made, th e

particular speaker knew that the particular forward-looking statement was false, and/or th e

forward-looking statement was authorized and/or approved by an executive officer of HydroFl o

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who knew that those statements were false when made.

FIRST CLAIM

Violation Of Section 10 (b) Of The Exchange Act

And Rule 10b-5 Promuleated Thereunder

88 . Plaintiffs repeat and re-allege each and every allegation contained above a s

if fully set forth herein .

89 . This First Claim is against HydroFlo, Mast, Traveller, Smith, and Moore .

90 . During the Class Period, defendants HydroFlo and Mast, Traveller, Smith ,

and Moore carried out a plan, scheme and course of conduct which was intended to and,

throughout the Class Period, did: (i) deceive the investing public, including plaintiffs and other

Class members, as alleged herein ; and (ii) cause plaintiffs and other members of the Class to

purchase HydroFlo securities at artificially inflated prices . In furtherance of this unlawful

scheme, plan and course of conduct, defendants, and each of them, took the actions set fort h

herein .

91 . Defendants: (a) employed devices, schemes, and artifices to defraud ; (b) made

untrue statements of material fact and/or omitted to state material facts necessary to make th e

statements not misleading ; and (c) engaged in acts, practices, and a course of business whic h

operated as a fraud and deceit upon the purchasers of the Company's securities in an effort t o

maintain artificially high market prices for HyrdoFlo securities in violation of Section 10(b )

of the Exchange Act and Rule I Ob-5 promulgated thereunder .

92 . Defendants, individually and in concert, directly and indirectly, by the use, mean s

or instrumentalities of interstate commerce and/or of the mails, engaged and participated in a

continuous course of conduct to disseminate false and misleading positive materia l

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information about the business, operations and future prospects of HydroFlo as specified

herein.

93 . These defendants employed devices, schemes and artifices to defraud, while in

possession of material adverse non-public information and engaged in acts, practices, and a

course of conduct as alleged herein in an effort to assure investors of HydroFl o

receiving contracts and having valuable business that did not exist which included th e

making of, or the participation in the making of, untrue statements of material facts and

omitting to state material facts necessary in order to make the statements made about HydroFlo

and its business operations and future prospects in the light of the circumstances under whic h

they were made, not misleading, as set forth more particularly herein, and engaged in

transactions, practices and a course of business which operated as a fraud and deceit upon th e

purchasers HydroFlo securities during the Class Period .

94. The defendants had actual knowledge of the misrepresentations and omissions o f

material facts set forth herein, or acted with reckless disregard for the truth in that they failed t o

ascertain and to disclose such facts, even though such facts were available to them . Such

defendants' material misrepresentations and/or omissions were done knowingly or recklessly an d

for the purpose and effect of concealing HydroFlo's operating condition and future business

prospects from the investing public and supporting the artificially inflated price of it s

securities . As demonstrated by defendants ' misstatements of the Company's business ,

operations and potential earnings throughout the Class Period, defendants, if they did not hav e

actual knowledge of the misrepresentations and omissions alleged, were reckless in failing t o

obtain such knowledge by deliberately refraining from taking those steps necessary to discove r

whether those statements were false or misleading .

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95, As a result of the dissemination of the materially false and misleading information

and failure to disclose material facts, as set forth above, the market price of HydroFlo

securities was artificially inflated during the Class Period . In ignorance of the fact that the

market prices of HydroFlo's publicly-traded securities were artificially inflated, and relying

directly or indirectly on the false and misleading statements made by defendants, or upon the

integrity of the market in which the securities trade, and/or on the absence of material adverse

information that was known to or recklessly disregarded by defendants but not disclosed in

public statements by defendants during the Class Period, plaintiffs and the other members of

the Class acquired HydroFlo securities during the Class Period at artificially high prices and

were damaged thereby .

96 . At the time of said misrepresentations and omissions, plaintiffs and other

members of the Class were ignorant of their falsity, and believed them to be true . Had

plaintiffs and the other members of the Class and the marketplace known the truth regarding

the true business conditions HydroFlo was experiencing, which were not disclosed by

defendants, plaintiffs and other members of the Class would not have purchased or otherwise

acquired their HydroFlo securities, or, if they had acquired such securities during the Class

Period, they would not have done so at the artificially inflated prices which they paid .

97. By virtue of the foregoing, defendants have violated Section 10(b) of the

Exchange Act, and Rule I Ob-5 promulgated thereunder .

98 . As a direct and proximate result of defendants' wrongful conduct, plaintiffs

and the other members of the Class suffered damages in connection with their respective

purchases and sales of the Company's securities during the Class Period .

99. This action is being brought within two years after the discovery of the untru e

36

statements and omissions and within five years after their issuance .

SECOND CLAIM

Violation Of Section 20(a) Of The Exchange Act Against

Mast , Traveller, Smith , and Moor e

100. Plaintiffs repeat and re-allege each and every allegation contained above as if

fully set forth herein .

101 . This second claim under §20(a) of the Exchange Act is alleged against Mast,

Traveller, Smith, and Moore only based on the primary violation of § l Ob and Rule I Ob-5

by HydroFlo as stated in the First Claim above .

102. Mast, Traveller, Smith, and Moore acted as controlling persons o f

HydroFlo within the meaning of Section 20(a) of the Exchange Act as alleged herein. By

virtue of their high-level positions, and their ownership and contractual rights, culpable

participation in and/or awareness of the Company's operations and/or intimate knowledge of

the false and misleading 15 aforementioned press releases issued by the Company and

disseminated to the investing public, these defendants had the power to influence and control

and did influence and control, directly or indirectly, the decision-making of the Company,

including the content and dissemination of the various statements which plaintiffs contend

are false and misleading . These defendants were provided with or had unlimited access to

copies of the Company's reports, press releases, public filings and other statements alleged by

plaintiffs to be misleading prior to and/or shortly after these statements were issued and had

the ability to prevent the issuance of the statements or cause the statements to be corrected .

103 . In particular, each of these defendants had direct and supervisory involvement i n

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the day-to-day operations of the Company and, therefore, is presumed to have had the power to

control or influence the particular transactions giving rise to the securities violations as allege d

herein, and exercised the same,

104. As set forth above, HydroFlo, Mast, Traveller, Smith, and Moore each violated

Section 10(b) and Rule 1 Ob-5 by their acts and omissions as alleged in this Complaint . By virtue

of their positions as controlling persons of HydroFlo-- Mast, Traveller, Smith, and Moore ar e

liable pursuant to Section 20(a) of the Exchange Act .

105. As a direct and proximate result of defendants' wrongful conduct, plaintiffs an d

other members of the Class suffered damages in connection with their purchases of the

Company's securities during the Class Period .

106 . This action is being brought within two years after the discovery of the untru e

statements and omissions and within five years after their issuance .

WHEREFORE, plaintiffs pray for relief and judgment, as follows :

(A) Determining that this action is a proper class action, certifying plaintiffs as a

class representative under Rule 23 of the Federal Rules of Civil Procedure and plaintiffs '

counsel as Lead Counsel ;

(B) Awarding compensatory damages in favor of plaintiffs and the other

Class members against all defendants, jointly and severally, for all damages sustained as a

result of defendants' wrongdoing, in an amount to be proven at trial, including interest thereon ;

(C) Awarding plaintiffs and the Class their reasonable costs and expenses incurre d

in this action, including counsel fees and expert fees ; and

(D) Such other and further relief as the Court may deem just and proper .

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JURY TRIAL DEMANDED

Plaintiffs hereby demand a trial by jury .

Dated: April 14, 2006 WILSON & ISEMAN, L .L .P .

s I

Ranchor Harris, Esq .WILSON &COFFEY, L .L.P .110 Oakwood Drive, Suite 400Winston -Salem , NC 27103Telephone : (336) 631-8866Telefax: (336) 631-9770

THE ROSEN LAW FIRM, P .A .Laurence Rosen, Esq .350 Fifth Avenue, Suite 5508New York, NY 10118Phone: (212) 686-1060Fax : (212) 202-382 7

Counsel for Plaintiffs

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