X0201 4/A 2003-09-12 2003-09-15 0 0001069778 FLEXXTECH CORP NWIS 0001232584 LEIGHTON DOUGLAS 1 1 1 0 Secretary common 2003-09-05 4 J 0 1550000 0 A 3120550 I see footnote September 2003-101 Convertible 0 2003-09-12 4 P 0 28000 0 A 2004-09-12 2008-09-12 common 28000 294500 I see footnote The Shares were issued to Dutchess Private Equities Fund, LP. Mr. Leighton directly owns 70,550 shares. Mr. Leighton is managing member of Dutchess Capital Management, LLC which acts as general partner to Dutchess Private Equities Fund, LP which owns 2,350,000 shares. Mr. Leighton is a managing partner of Dutchess Advisors, LLC which owns 700,000 shares. The Debenture is convertible into common shares priced at the lower of 75% of the lowest closing bid price of the common stock in the 15 trading days prior to conversion or 100% of the average of the closing bid prices of the common stock for the 15 trading days prior to closing. Dutchess Private Equities Fund, LP purchased the Debenture. Mr. Leighton is a managing member of Dutchess Capital Management, LLC which acts as general partner to Dutchess Private Equities Fund, LP /s/ Douglas Leighton 2003-09-19