UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

          ------------------------------------------------------------

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

       -------------------------------------------------------------------

         Date of Report (Date of earliest event reported): July 25, 2006

                                   SWMX, INC.
                                   ----------
               (Exact Name of Registrant as Specified in Charter)



          Delaware                  333-130586                   98-0453895
          --------                  ----------                   ----------
(State or other jurisdiction   (Commission File Number)        (IRS Employer
    of incorporation)                                        Identification No.)


                     1 Bridge Street
                     Irvington, NY                                 10533
          ---------------------------------------              ---------------
          (Address of principal executive offices)               (Zip Code)


       Registrant's telephone number, including area code: (914) 406-8400



                            Edgemont Resources Corp.
                             112-2906 West Broadway
                           Vancouver, V6K 2G8, Canada
          ------------------------------------------------------------
          (Former name or former address, if changed since last report)


================================================================================


       Check the  appropriate  box below if the Form 8-K filing is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement  communications  pursuant  to  Rule  13e-4  (c)  under  the
    Exchange Act (17 CFR 240.13e-4(c))





                                             CURRENT REPORT ON FORM 8-K

                                            SOFTWAVE MEDIA EXCHANGE, INC.


                                                  TABLE OF CONTENTS

                                                                                                               Page

Item 1.01.   Entry into a Material Definitive Agreement...........................................................1

Item 2.01.   Completion of Acquisition or Disposition of Assets...................................................2
             Merger...............................................................................................2
             Description of Our Company...........................................................................4
             Management's Discussion and Analysis or Plan of Operation...........................................17
             Risk Factors........................................................................................20
             Directors and Executive Officers....................................................................33
             Executive Compensation..............................................................................37
             Security Ownership of Certain Beneficial Owners and Management......................................38
             Certain Relationships and Related Transactions......................................................40
             Changes in Registrant's Certifying Accountant.......................................................41

Item 3.02.   Unregistered Sales of Equity Securities.............................................................41

Item 4.01.   Changes in Registrant's Certifying Accountant.......................................................45

Item 5.01.   Changes in Control of Registrant....................................................................46

Item 5.02.   Departure of Directors or Principal Officers; Election of Directors; Appointment of
             Principal Officers..................................................................................46

Item 5.03.   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year............................46

Item 5.06.   Change in Shell Company Status......................................................................46

Item 9.01.   Financial Statements and Exhibits...................................................................47




                                                         i




ITEM 1.01.     ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

                                   THE MERGER

         On July 25,  2006,  Edgemont  Resources  Corp.,  a  Nevada  corporation
("Edgemont-NV"),  was merged with and into Edgemont  Resources Corp., a Delaware
corporation  ("Edgemont-DE"),  pursuant to a Certificate of Ownership and Merger
dated July 25, 2006 and  approved by  stockholders  on July 25,  2006.  The sole
purpose of this merger was to change the state of  incorporation  from Nevada to
Delaware. Under the terms of the Certificate of Ownership and Merger, each share
of  Edgemont-NV  was  exchanged for one share of  Edgemont-DE.  Pursuant to such
merger, the certificate of incorporation and bylaws of Edgemont-DE were adopted.
Such certificate of incorporation  provides authority to issue two hundred fifty
million (250,000,000) shares of common stock, $.01 par value per share.

         On July 26, 2006,  Edgemont-DE  entered into an Agreement of Merger and
Plan of  Reorganization  (the "Merger  Agreement") with SoftWave Media Exchange,
Inc., a privately held Delaware corporation ("SWMX"), and SWMX Acquisition, Inc.
("Acquisition  Sub"),  a  newly  formed  wholly-owned   Delaware  subsidiary  of
Edgemont-DE.  In  connection  with the closing of this merger  transaction  (the
"Merger"),  Acquisition  Sub  merged  with and  into  SWMX,  and  SWMX  became a
wholly-owned subsidiary of Edgemont-DE named "SoftWave Media Exchange, Inc." and
Edgemont-DE  changed  its  name  to  SWMX,  Inc.  Concurrent  with  the  merger,
Edgemont-DE  issued 4,000,000 shares of its common stock, at $3.00 per share, in
a private placement on terms acceptable to SWMX (the "Private Placement").

         In  addition,  pursuant  to the  terms  and  conditions  of the  Merger
Agreement:

          o       Each  share  of  SWMX  common  stock  issued  and  outstanding
                  immediately  prior to the closing of the Merger was  converted
                  into the  right to  receive  one share of  Edgemont-DE  common
                  stock and each  outstanding  option to acquire  SWMX's  common
                  stock was assumed by Edgemont-DE  and became  exercisable  for
                  shares of Edgemont-DE's common stock.

          o       1,900,000   shares  of   Edgemont-DE   common  stock  remained
                  outstanding  and 5,206,700  shares of Edgemont-DE  outstanding
                  common stock were  redeemed in  connection  with the Merger so
                  that  following  the  closing of the  Merger  and the  Private
                  Placement, there were 205,925,000 shares of Edgemont-DE common
                  stock issued and outstanding.

          o       Edgemont-DE's  board of directors was reconstituted to consist
                  of Joshua Wexler,  Stavros Aloizos,  Charles  Omphalius,  Gary
                  Lee,  Rick  Boyko,  Bruce L. Lev and Jerry  Shereshewsky,  who
                  prior to the Merger were the directors of SWMX.

          o       Each   of    Edgemont-DE    and   SWMX   provided    customary
                  representations   and  warranties   and  closing   conditions,
                  including approval of the Merger by SWMX's stockholders.

         As of the date of the  Merger  Agreement  and  currently,  there are no
material  relationships  between  Edgemont-DE or any of its affiliates and SWMX,
other than in respect of the Merger Agreement.

         The foregoing  description of the Merger  Agreement does not purport to
be complete and is  qualified in its entirety by reference to the complete  text
of the Merger  Agreement,  which is filed as Exhibit 2.1 hereto and incorporated
herein by reference.



         On July 26,  2006,  acting by  written  consent,  the  stockholders  of
Edgemont-DE approved the adoption of the 2006 Stock Option Plan (the "Plan"), as
previously  approved  by its  board  of  directors.  The Plan  provides  for the
issuance of up to 630,000  shares of  Edgemont-DE's  common stock to  directors,
officers,   employees,   consultants   and  advisors  of  Edgemont-DE   and  its
subsidiaries.  The Plan  provides  for the grant of incentive  stock  options as
permitted  under  Section 422 of the Internal  Revenue Code of 1986, as amended,
and for the grant of non-qualified stock options. The Plan will terminate by its
terms on July 25, 2016.

         A copy of the Plan  and  form of  grant  letter  are  filed  hereto  as
Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

ITEM 2.01.     COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

         As used in this  Current  Report on Form  8-K,  all  references  to the
"Company," "we," "our" and "us" or similar terms, refer to SWMX, Inc., including
its predecessors and its subsidiaries, except where the context makes clear that
the  reference  is only to SWMX,  Inc.  Information  about the  Company  and the
principal terms of the Merger are set forth below.

                                     MERGER

         THE MERGER.  On July 26, 2006, in accordance with the Merger Agreement,
SWMX  became a  wholly-owned  subsidiary  of  Edgemont-DE  through a merger with
Acquisition Sub, Edgemont-DE changed its name to SWMX, Inc. and the stockholders
of SWMX  received the right to receive one share of the  Company's  common stock
for each issued and outstanding  share of SWMX's common stock.  As a result,  at
closing,  in exchange for 100% of the  outstanding  capital  stock of SWMX,  the
former  stockholders of SWMX had the right to receive  200,025,000 shares of the
Company's common stock,  which represents  approximately  97.1% of the Company's
outstanding  common stock  following  the Merger,  and the Company  concurrently
redeemed and canceled 5,206,700 shares of Edgemont-DE common stock. In addition,
in connection with the closing of the Merger, the Company completed a closing of
the Private Placement to accredited  investors of 160 units of its common stock,
with each unit  consisting  of 25,000  shares,  and received  gross  proceeds of
$12,000,000,  including the conversion of $2,600,000 of accrued liabilities owed
to Alowex,  LLC ("Alowex")  and Remnant Media,  LLC,  entities  affiliated  with
certain officers of SWMX. (See Item 3.02 below.).

         The  Company  has also  assumed  on a  one-for-one  ratio all of SWMX's
obligations under its outstanding stock options. At the time of the Merger, SWMX
had  outstanding  stock options to purchase an aggregate of 2,370,000  shares of
SWMX  common  stock.  Neither  Edgemont-DE  nor SWMX had any  other  options  to
purchase shares of capital stock outstanding immediately prior to the closing of
the Merger and the Private Placement.

         As described above, in connection with the Merger,  5,206,700 shares of
Edgemont-DE common stock were redeemed and canceled, leaving 1,900,000 shares of
our common stock outstanding  before giving effect to the stock issuances in the
Merger and Private Placement.  These 1,900,000 shares constitute the only issued
and outstanding shares of Edgemont-DE that survived the Merger from the original
capitalization  of the Company.  These shares also  represent the only shares of
the  Company's  common  stock that are  currently  eligible  for resale into the
market.

         The shares of the  Company's  common stock issued to former  holders of
SWMX's  capital  stock in  connection  with the  Merger,  and the  shares of the
Company's  common stock issued in the Private  Placement,  may not be offered or
sold in the United States absent  registration  or an applicable  exemption from
the registration requirements.  Certificates representing these shares contain a


                                       2


legend  stating the same.  In  addition,  all shares of common stock held by the
founders of SWMX (together  with the shares held by certain of their  respective
affiliates)   are  generally   subject  to  lock-up   provisions   that  provide
restrictions  on the future sale of common  stock by the holders for a period of
nine (9) months  following  the  closing of the  Private  Placement  except that
holders may dispose of up to one percent (1%) of their  holdings  beginning  six
(6) months following such closing.

         Prior to the  Merger,  there  were no  material  relationships  between
Edgemont-NV,  Edgemont-DE  or  SWMX,  or any  of  their  respective  affiliates,
directors  or  officers,  or any  associates  of their  respective  officers  or
directors.

         CHANGES  RESULTING  FROM THE MERGER.  The  Company  intends to carry on
SWMX's  business as its sole line of  business.  The Company has  relocated  its
principal  executive  offices to 1 Bridge  Street,  Irvington,  NY 10533 and its
telephone number is (914) 406-8400.

         Pre-Merger stockholders of Edgemont-NV will not be required to exchange
their existing  Edgemont-NV stock  certificates for certificates of the Company,
as the OTC  Bulletin  Board will  consider the existing  stock  certificates  as
constituting  "good  delivery"  in  securities  transactions  subsequent  to the
Merger.  The Nasdaq  Capital  Market,  where the  Company  may apply to list its
common stock for trading,  would also consider the  submission of existing stock
certificates  as "good  delivery."  The Company  cannot be certain  that it will
receive approval to list its common stock on any exchange or market.

         The Merger and its related transactions were approved by the holders of
a requisite  number of shares of (i) SWMX's  common stock by written  consent in
lieu of a  meeting  on July  26,  2006 and (ii)  Edgemont-DE's  common  stock by
written consent in lieu of a meeting on July 26, 2006. Under Delaware  corporate
law,  SWMX's  stockholders  who did not  consent  to the  Merger  may  demand in
writing,  pursuant to the exercise of their appraisal rights, that SWMX pay them
the fair  value of their  shares.  Determination  of fair  value is based on all
relevant factors, except for any appreciation or depreciation resulting from the
anticipation or accomplishment of the Merger.

         CHANGES TO THE BOARD OF DIRECTORS.  Immediately  prior to the effective
time of the  Merger  on July 26,  2006,  William  Iversen  resigned  as the sole
director and officer of Edgemont-DE and Acquisition  Sub.  Pursuant to the terms
of the Merger Agreement,  (i) Joshua Wexler, Stavros Aloizos, Charles Omphalius,
Gary Lee, Rick Boyko,  Bruce L. Lev and Jerry Shereshewsky were appointed as the
directors of the Company.

         All  directors  hold office for  one-year  terms until the election and
qualification  of  their  successors.  Officers  are  elected  by the  board  of
directors and serve at the discretion of the board.

         ACCOUNTING TREATMENT;  CHANGE OF CONTROL. The Merger is being accounted
for as a "reverse  merger,"  as the  stockholders  of SWMX own a majority of the
outstanding shares of the Company common stock immediately following the Merger.
SWMX is deemed to be the  acquiror  in the  reverse  merger.  Consequently,  the
assets and liabilities and the historical operations of SWMX prior to the Merger
will be  reflected  in the  financial  statements  and will be  recorded  at the
historical  cost basis of SWMX. The  consolidated  financial  statements for the
Company after  completion of the Merger will include the assets and  liabilities
of both  Edgemont-DE and SWMX,  historical  operations of SWMX and operations of
the Company from the closing date of the Merger.  As a result of the issuance of
the shares of the  Company's  common stock  pursuant to the Merger,  a change in
control of the Company  occurred on the date of the  consummation of the Merger.
Except as  described  herein,  no  arrangements  or  understandings  exist among
present or former  controlling  stockholders  with  respect to the  election  of
members of the  Company's  board of directors  and, to our  knowledge,  no other
arrangements  exist  that  might  result in a future  change of  control  of the


                                       3


Company.  The Company will continue to be a "small business  issuer," as defined
under the  Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act"),
following the Merger.

                           DESCRIPTION OF OUR COMPANY

         Edgemont-NV was formed as a Nevada corporation on April 12, 2005, under
the name Edgemont  Resources Corp., and on July 25, 2006, was  reincorporated in
the State of Delaware.  Edgemont-NV has been in the development  stage since its
inception and had minimal business operations prior to the Merger.

         SWMX is engaged in the operation and  development of an electronic open
marketplace  for  the  purchase  and  sale  of  advertising   media  (the  "SWMX
Marketplace")  and the sale and the  development  of products  and systems  that
support those activities.  Revenues are generated  primarily through transaction
fees  charged  for  media  placements  through  the SWMX  Marketplace.  SWMX was
incorporated  in the State of Delaware in January 2006 as Soft Wave Media,  Inc.
and in March 2006 changed its name to SoftWave Media Exchange, Inc.

         After the Merger,  the Company succeeded to the business of SWMX as its
sole line of business.

                             DESCRIPTION OF BUSINESS

OVERVIEW

         SWMX operates the SWMX Marketplace,  an electronic open marketplace for
the purchase  and sale of radio and cable  television  media time,  and plans to
expand that  marketplace to include other media.  The SWMX  Marketplace  enables
independent  and  in-house  advertising  agencies  to  purchase,  and  radio and
television  broadcasters to sell,  radio and television  advertising  time on an
open marketplace  accessed through SWMX's web portals at  www.swmxradio.com  and
www.swmxtv.com.

         Since  the  launch  and beta  testing  of the SWMX  RadioTM  electronic
marketplace in 2005,  revenues from and  transactions  completed  using the SWMX
Marketplace have grown steadily and currently provides its advertising  customer
base with access to an Internet-based  market representing radio stations in all
of the top 50 radio markets across the United  States,  as measured by Arbitron.
Advertisers  registered  on the SWMX  Marketplace  consist  of a broad  range of
independent and in-house advertising agencies. Registered broadcasters currently
include over 1,000 radio stations. Using the categories established by Arbitron,
a leading  statistical  source for the U.S. media markets,  the broadcaster base
includes  13 of the top 15  broadcast  groups  and 38 of the top 50 U. S.  radio
stations,  representing a potential daily national  audience of over 8.5 million
radio listeners, or more than 37% of the total U.S. broadcast radio market.

         Initially,  the SWMX  Marketplace's  inventory of radio  placements was
limited  to spot  placements  within  seven days of run.  In May 2006,  the SWMX
Marketplace  was expanded to permit  long-term  purchases and sales of scheduled
media  placements,  a practice known as flighting in the  advertising  industry.
This was part of a planned  transition to provide broader  coverage of the radio
market,  as well as prepare for SWMX's entry into the cable TV market.  Launched
in June 2006 to serve the local spot cable market,  SWMX TelevisionTM  currently
covers 52 of the  nation's  200 cable  television  markets and a national  daily
audience of over 25 million  cable  viewers.  Channels  available  through  SWMX
TelevisionTM currently include all major cable networks,  including:  ESPN, MTV,
TNT, CNBC and Discovery Channel.

         In connection  with these  initiatives,  SWMX completed the integration
into its  platform  of  functions  contained  in Media  ManagerTM  and  Campaign
ManagerTM,  a suite of software products developed by its affiliates Alowex, the


                                       4


company that developed the SWMX RadioTM software platform,  and Zysys Solutions,
Inc.  ("Zysys"),  a technology  company providing small and mid-sized  companies
with a  variety  of  information  technology  services.  The  addition  of  this
functionality  into the SWMX Marketplace  platform provides  advertisers with an
integrated  set of tools  that can be used to  design an  advertising  campaign,
evaluate  available  opportunities  and  execute  transactions,  as  well  as to
monitor,  verify and assess the effectiveness of those transactions,  all within
the same system.  For broadcasters,  the system provides similar start to finish
capabilities for managing inventory,  executing and implementing spot placements
and invoicing.

         SWMX's overall  strategy is to build on its operations in the radio and
cable TV marketplace by expanding into network TV and other advertising  markets
so as to become a leading  facilitator of media buying. Our overall objective is
to  enable  advertisers  and  broadcasters  to  implement,  execute  and  manage
sophisticated  media  transactions  in one  process,  from a single  location in
real-time,  with reduced  overhead and no  additional  cost of sale.  We plan to
build   applications  that  provide   customized  and  flexible  access  to  our
marketplace together with a largely automated transaction and reporting process.
Our goal is to create significant efficiencies and productivity increases in the
advertising  business both through the use of integrated digital systems and the
creation of a broad-based electronic marketplace.

THE MEDIA ADVERTISING MARKET

         The media  advertising  market is extensive  and varied,  spread across
different formats such as television,  radio,  Internet and print, each with its
own segments.  It is also a dynamic market that has experienced many changes and
innovations  in recent  years,  particularly  Internet-based  media  and  mobile
digital  media.  However,  media sales are  generally  executed  using a similar
system  across these  formats and the customs and  practices  used have remained
remarkably  similar over the last 80 years.  The  products  offered for sale are
commoditized  into  uniform  components,  consisting  principally  of  units  of
broadcast time or print space.  The traditional  sales process relies heavily on
person-to-person  negotiations that can take weeks to complete,  and is prone to
erroneous  execution  and  reporting.  As the process  employs a cumbersome  and
laborious  paper-based  reporting  system, it often lacks  accountability.  This
results in additional  cost and lost time and revenue for both parties and makes
results difficult, if not impossible, to quantify and evaluate properly.

         We believe that the current media buying system is inefficient and that
we  are  capable  of  using  new  technologies  to  help  both  advertisers  and
broadcasters increase efficiency and maximize profitability amid ever increasing
competition for audience both among traditional media and from emerging formats,
including  web and  pod-casting,  satellite  programming  and more.  The digital
revolution also enables the content that is the subject of these transactions to
be reduced to electronic  form,  consisting of audio,  video,  graphics and text
files that use standardized formats. SWMX believes that these underlying factors
facilitate  the  development  of  an  electronic   marketplace  that  can  allow
participants to achieve considerable efficiencies in execution.

         Technological infrastructure and protocols that enable a high volume of
efficient  transactions  have  been  developed  for  other  products  that  have
traditionally  benefited  from  open  marketplaces,   such  as  commodities  and
financial  instruments.  SWMX is seeking to  establish a  similarly  broad based
marketplace for the sale of media  advertising and has initiated this process by
launching  SWMX  RadioTM and SWMX TVTM,  marketplaces  for the sale of radio and
television advertising time, respectively.

         According to the Bear Stearns  Radio Fact Book for December  2005,  the
estimated total U.S. advertising  expenditure for 2005 was $281.0 billion and is
expected  to grow to $299.2  billion in 2006.  The report  estimated  total U.S.
radio advertising  expenditure for 2005 at $20.0 billion,  the cable TV and spot
TV markets at $24 billion each and the network and  syndicated  TV market at $20


                                       5


billion. The remaining markets include Internet, magazines,  newspapers, outdoor
and direct mail.  While we believe that the SWMX  Marketplace  might  ultimately
facilitate  media  placements  in most of these markets in the United States and
abroad, our current focus is on the U.S. radio and TV markets.

         RADIO. Of the estimated $20 billion  expenditure for radio in 2005, the
Bear Stearns Radio Fact Book for December 2005  estimated that $15.5 billion was
attributable  to local spot  advertising,  with the  remainder  attributable  to
national spot and network  placements.  SWMX's  analysis of Aribitron  data also
indicates that currently  nearly 80% of all radio  broadcast  revenue comes from
local spot advertising.

         SWMX's  analysis  of Arbitron  data also  indicates  that,  on average,
20-30% of radio station  inventory goes unsold each year and that, as of June 1,
2006, over 70% of SWMX RadioTM  advertisers  were new to radio. In a $20 billion
marketplace,  this  represents  an average of  approximately  $5 billion of lost
revenue for broadcasters,  indicating a total radio market  opportunity of up to
$25 billion for SWMX.  We believe  that the  economies  of scale and the reduced
transaction  time achieved using SWMX's products and services can facilitate the
liquidation  of  that  unused  inventory,   producing  incremental  revenue  for
broadcasters by bringing new advertisers to the market and increasing the use by
existing  advertisers of additional and more narrowly focused and cost effective
placements.

         SWMX believes that local radio broadcasters  continue to search for new
and innovative  ways to facilitate  greater control over their inventory and for
quantifiable,  results-driven  initiatives  to attract  new  advertisers  to the
market.  The  increasing  support by  advertisers  for adoption of more accurate
audience measurement technology (Personal People Meter (PPM) vs. Diary), despite
significant  implementation costs in an environment of reduced profitability and
stagnant growth, is one example.

         Based on its  analysis,  SWMX  implemented  the first phase of the SWMX
Marketplace  by  developing  Remnant  RadioTM,   focusing  initially  on  unsold
inventory for the following  week's  broadcast.  After a successful beta test in
2005 and  several  months  of  full-scale  operations,  SWMX  expanded  the SWMX
Marketplace to include  flighted sales that  incorporated  scheduled  placements
over a longer term.

         CABLE  TELEVISION.  According  to Bear  Stearns  Radio  Fact  Book  for
December 2005, the estimated total U.S. cable  advertising  expenditure for 2005
was $24.5  billion.  Based on SWMX's  analysis of data received from a top-three
national  cable  Multiple  Systems  Operator  ("MSO"),  the average  advertising
inventory  sell-out  rate is  only  30-35%.  On  average,  30% of the  remaining
inventory is used for  self-promotion or public interest  advertising.  Examples
include advertising a triple-play (voice, data, cable) package, upcoming station
programming or the benefits of cable advertising.  Further, because the internal
data transmission, transaction and order processing operations are more advanced
in  television   than  radio  from  an  automation   standpoint,   the  platform
development,   functionality,   management  and  reporting  processes  are  more
straightforward,  enabling  an even  greater  level of system  efficiency.  SWMX
estimates  that the annual total lost revenue within the U.S. cable market could
be as high as $40 billion within a total applicable  market of up to $60 billion
in cable television advertising sales.

         SWMX also  believes that the  continued  growth of the direct  response
market,  which last year totaled $161.3  billion  according to the Direct Market
Association,  complements  SWMX's focus on return on investment.  Based on these
factors,  we believe  that the cable TV market is another  segment of the market
that will be receptive to the use of the SWMX  Marketplace and have  implemented
SWMX TVTM. Based on our initial marketing  efforts, a number of larger broadcast
groups,  agencies and direct  marketers  have expressed an interest in executing
business  on the SWMX  Marketplace  now that it is has been  expanded to include
cable TV. Currently,  the SWMX Marketplace  offers advertisers access to over 25
million  viewers in over 50 of the nation's  200 cable TV markets.  In the first
several  weeks  since the  launch of SWMX  TVTM,  over 30 new  advertisers  have
registered on the SWMX Marketplace.

                                       6


OTHER  MARKETS.  Other  segments  and media  markets  include  local and network
television,  satellite TV and radio,  high  definition  radio  ("HDR"),  web and
pod-casting,  and print. While there are significant  differences  between other
segments  of the  media  markets,  SWMX  believes  that they  share  many of the
inefficient  business methods that SWMX's proprietary systems have been designed
to address.  The media  operations  of local and network TV are quite similar to
cable TV and radio.  In  addition,  HDR could have a  significant  impact on the
radio  market if it achieves  broad  acceptance.  Most HDR  broadcasts  would be
expected to be in stereo and have broader  reach.  Stations will also be able to
offer a wider variety of formats under a single umbrella. As a result, HDR could
provide   advertisers  with  significant  new   opportunities   for  demographic
targeting,  particularly if broadcasters  adopt more efficient models of selling
and managing  inventory.  However,  using current  methods of transacting  media
advertising sales,  broadcast  organizations would experience high costs if they
were to maintain  personnel to sell each of the various  formats and demographic
profiles  in a  station  group on a  targeted  basis  and  manage  all  back-end
processes.   Without  giving  advertisers  the  ability  to  target  spots  more
specifically  and to evaluate  the  results,  broadcasters  would likely need to
package  disparate  inventory  and sell it at a low flat  rate,  similar  to how
network advertising is currently sold. Accordingly, SWMX believes that the local
and network TV and HDR markets could provide future  opportunities to expand the
SWMX  Marketplace  and  that an  expanding  base  of  advertisers  will  further
facilitate  its  entry  into  more  differentiated  markets,  such  as  web  and
podcasting, satellite TV and print.

SWMX'S PRODUCTS AND SERVICES

         THE SWMX MARKETPLACE.  Our objective in developing the SWMX Marketplace
is to reduce the  inefficiencies  that exist in the media advertising market and
make transactions easier to execute,  more reliable and,  ultimately,  more cost
effective.  SWMX's  systems  employ a variety of integrated  functions  based on
proprietary software products. These tools enable users to collect and manage on
a single  platform the multiple  sources of  disparate  data  necessary to plan,
manage and evaluate the media buying process from  beginning to end.  Currently,
the data used in this  process  is  available  in a variety  of  formats  from a
variety  of  sources.  The SWMX  Marketplace  platform  is  designed  to provide
real-time query, order execution and management functions, and to facilitate the
distribution  of media  inventory,  through a single  intuitive  interface  that
provides customers with fast and reliable electronic execution, transparency and
open market access.

         As the proprietary functions that SWMX provides to support users of the
SWMX  Marketplace  are  built  in  to an  Internet  browser-based  exchange  and
management engine, customers can execute transactions securely from any computer
with Internet  access.  There is no hardware to purchase or software to install.
We designed our systems to reduce the complexity of customers'  data  management
and  content  distribution  operations  by  centralizing  and  facilitating  the
management of all campaign  information  and content on our secure  servers.  To
implement these objectives, the SWMX Marketplace uses the following features:

         ARCHITECTURE. At the core of the SWMX Marketplace is an algorithm-based
         architecture  designed to seamlessly integrate a wide range of platform
         data formats and facilitate very high levels of volume throughput. As a
         result,  users are able to execute any  combination  of commands from a
         single  point,  as  part  of a  unified  process,  in  real  time.  The
         architecture is  cross-platform  compatible for data  integration  with
         existing client systems,  and provides compliance  monitoring to ensure
         proper user  execution,  including spot loading and selection.  It also
         enables clients to view running totals of current activity,  as well as
         their full account history.

         ACCESS.  The  SWMX  Marketplace  is  a  web-based  application  service
         provider  ("ASP"),  enabling  users  to sign on at any  time  from  any
         computer with an Internet  connection.  As our products are  web-based,
         they do not consume users' valuable desktop resources.

                                       7


         SECURITY.  The  SWMX  Marketplace  employs  leading  industry  security
         through  multiple  levels of  firewall  protection  for both global and
         local traffic and at the server level.

         RELIABILITY.  The SWMX  Marketplace  is fully  redundant and co-located
         through a third party relationship with Level 3 Communications, Inc. to
         protect  against  site  failure.  Level 3  Communications,  Inc.  is an
         international  communications  and  information  services  company that
         operates one of the largest  communications  and Internet  backbones in
         the  world.  SWMX  uses a system  based on  sequential  query  language
         ("SQL")  enabling it to  accommodate  very high data loads.  SQL is the
         current  standard  for large data set  applications  that  require high
         volume  throughput  and  is  currently  employed  by  industry  leaders
         including Google, Yahoo and eBay.

         SCALABILITY.  The underlying  architecture of the system supporting the
         SWMX  Marketplace  is designed to be scalable,  so that the addition of
         readily  available  hardware will permit SWMX to support a large number
         of users executing complex orders simultaneously. Throughput capability
         can  be  expanded  by  adding   additional   servers  to  the  existing
         application cluster, while the use of Level 3 Communications,  Inc. for
         collocation  services provides  limitless  bandwidth  expansion with no
         disruption to service.

         CONTENT MANAGEMENT.  The SWMX Marketplace provides a running data store
         of all current and  historic  content for  broadcaster  and  advertiser
         access,  including insertion orders and advertising spots for reference
         and/or distribution at any time.

         PROPRIETARY PRODUCTS.  Two products designed by Alowex, an affiliate of
SWMX,  have been  integrated  into the  overall  system that  supports  the SWMX
Marketplace.  The  Campaign  ManagerTM  product is  designed to  facilitate  the
planning  and  execution of spot media sales,  including  pricing and  budgeting
functions,  as  well  as  order  execution,  spot  verification,  invoicing  and
reporting.  The Media  ManagerTM  product has been  designed to  facilitate  the
overall  management of media  operations on a long-term  basis,  including  spot
verification,  invoicing and reporting. The incorporation of these products into
the SWMX  Marketplace  makes it possible  for all users to benefit from the full
functionality  of these products through the user interface  without  additional
cost or the need to install additional software.

         THE ADVERTISER INTERFACE. Using the integrated features of the Campaign
ManagerTM and Media ManagerTM  products,  the system directs new independent and
in-house advertising agency clients through account creation,  which immediately
enables the setup of an advertising campaign. To create a new campaign,  clients
are guided through a comprehensive prompt sequence, including:

          o   Product name
          o   Copy name
          o   Overall budget
          o   Source code for spot tracking
          o   Agency commission where applicable
          o   Spot length
          o   Spot upload - the client loads an mp3 file of spot copy

         The system has been designed so that, once  registered,  a new customer
can create an entire advertising  campaign in a matter of minutes.  The customer
enters the  specific  days for which it wants  budget  presented  as well as the
daypart  and  spotload   parameters.   The  customer  also  can  select  desired
demographics,  geographical  market  and format  preferences.  Once all of these
parameters  are entered,  the system screens the selected  criteria  against all
stations in the exchange  database and  presents a list of  registered  stations
that meet the specific targeting requirements.  Once stations are presented, the


                                       8


customer  can either  select the desired  stations and set the cost per thousand
("CPM") rate offers (at the station level) or refine the campaign parameters for
more focused targeting.

         Once the parameters are selected,  the system  provides a campaign cost
projection.  Customers can either advance, if satisfied,  or refine the campaign
further.  After the cost  projections  are approved,  customers set the campaign
weighting,  which directs the system to present  clients,  products  and/or copy
according to  preferences  relative to overall  budget and campaign  objectives.
When weighting is completed, the campaign is executed through the system.

         Once a campaign is running,  customers  can upload daily sales data and
the  system  will plot  results  using a graphic  return  on  investment  map to
illustrate campaign efficacy based on sales - either retail or direct response -
relative to spots played. SWMX's ROI Optimizer(TM) can process daily client data
uploads to enable  real-time  campaign  tracking and sales analysis.  Using this
function,  customers are able to view and analyze a broad range of  customizable
campaign data including:

          o   recent sales figures, either by retail location,  website, or call
              center;
          o   individual  station  statistics  including  format,  audience  and
              campaign delivery;
          o   lead  generation and conversion  information by zip code, date and
              time of call; and
          o   ROI for each dollar spent and all historical campaign information.

         Such  analysis  provides  the  customer  with the ability to view how a
campaign  is  performing  and permits  the  customer  to modify the  parameters,
including  rates and stations  offered,  to maximize  its ROI in real time.  The
customer may then further refine and target the campaign to optimize results. We
are in the  process of enabling  customers  to view an ongoing  account  summary
updated  daily,  including  budget and spots placed,  current  campaign data and
balance due dates.

         THE BROADCASTER INTERFACE. The broadcaster ordering process can also be
executed in minutes.  Stations  can  register  within the system  providing  all
pertinent  demographic,  reach and format information.  Once the registration is
complete,  the station is screened  against  all  advertisers  in the system and
notified of advertisers with budget  requirements  that the station can fulfill.
When broadcasters  login to the SWMX Marketplace after registration is complete,
they are taken to the Broadcaster  Dashboard(TM)  (the "Dashboard") which serves
as their control center. Features of the Dashboard include:

          o   any ad copy changes requiring  attention;
          o   a list of advertisers  waiting to book  orders;
          o   access  to  electronic  invoices;  and
          o   a link to view  their complete account history.

         If the station  wishes to pursue a lead,  the station is guided through
the  inventory  placement  process.  Once  inventory  is  placed,  stations  are
presented with a list of all viable advertisers and offered CPM rates.  Existing
broadcast  clients are proactively  notified via email to alert them when budget
is available, providing a link to the copy for review and order terms, including
offered CPM rate and scheduling parameters.

         After the desired  advertisers  and rates are selected,  the station is
presented  with a tentative  order  schedule.  If the schedule is approved,  the
station  accepts  the offer and the system  produces  an  insertion  order.  The
station can then forward the spot copy to the traffic  department  for placement
and the order  process  is  complete.  The  Dashboard  also  includes  access to
automated   back-end   functions  as  well,   including  spot   delivery,   spot
verification,  invoicing  and  reporting,  which  help to reduce  administrative
processes  and  can  improve  a  broadcaster's   overall  operating  efficiency.
Broadcast  clients  receive a consolidated  monthly  invoice of activity and can
access historical order activity.  We are in the process of enabling stations to
view an ongoing account summary updated daily including spot placement,  revenue
due and payment date.

                                       9


         RECONCILIATION  AND  INVOICING.  The system  provides  advertisers  and
broadcasters  with  accurate and  predictable  reconciliation  and billing.  The
system uses eMedia Trade for automated invoicing,  which further streamlines the
billing  process.  eMedia Trade is currently in use by over 1,000 radio stations
nationally, as well as by numerous cable systems and broadcast TV stations.

         Once orders are executed and station invoices are received,  the system
performs spot verification and reconciliation to confirm order execution.  Using
integrated  Arbitron  ratings data, the system  determines spot clearance.  Upon
reconciliation, an invoice is generated and distributed to advertisers. Stations
receive  order  approvals  confirming  payment  will  be  remitted  on the  next
scheduled date.

         We are also  working to implement  spot  monitoring  technology  in the
system.  This is a  high-frequency  audio  tag  applied  to spot  copy for order
tracking.  Once integrated,  spot monitoring will enable us to conduct real-time
spot tracking to provide greater accountability,  accelerate  reconciliation and
payment  schedules  and  increase  volume and order  flow.  It will also  enable
internal budget optimization. As soon as we know a scheduled spot has not run as
ordered,  the  budget can be  returned  to the system  immediately  for  station
availability. This increased speed and efficiency also improves volume and order
flow, and can enable us to increase our inventory fulfillment rate.

REVENUE SOURCES

         While a majority of an advertiser's media advertising budget represents
direct compensation to broadcasters, there are significant transaction fees that
vary  according to the various  arrangements  between market  participants.  The
earnings of both  independent  and in-house  advertising  agencies are typically
derived from a fee or discount equal to  approximately  15% of the total cost of
the media buy. In addition,  station  affiliates and various firms  representing
broadcasters may earn additional  commissions.  The SWMX Marketplace  system has
been designed to  accommodate  these various fees so that agency and third party
vendor fees can be incorporated into a single process,  permitting  broadcasters
and  agencies to deal with the system as they  typically  would with each other.
SWMX earns transaction fees from both the broadcaster and the advertiser,  based
on the  discounts  and fees  currently  in use in the  industry,  on all  orders
generated through the system. In addition, for certain clients, SWMX can receive
additional  fees for  origination  and management  services.  This fee structure
allows  the  system  to  accommodate  standardized  pricing  conventions  in the
industry while providing automated  executions and service  efficiencies.  It is
SWMX policy to gain market acceptance primarily from the improved  productivity,
accountability  and  transparency  that its  proprietary  products and processes
create, including the automation of process management, order execution, content
delivery, spot-run verification and invoicing, rather than through restructuring
the fee system in the  industry,  SWMX believes  that the  significant  gains in
productivity  that participants in the system can realize through the use of the
SWMX  Marketplace  will provide SWMX with the  opportunity  to be a  competitive
force  without  the need to  engage in  discounting  or other  disruptive  price
cutting strategies.

         The fees and discounts  earned by SWMX vary  according to the structure
of the  transaction.  The  transactions  currently  being executed on the system
return  an  average  of 22% of the  total  exchange  volume,  but this  level is
expected to fall if we increase  transaction  volume on the SWMX  Marketplace by
accommodating   a  broader   variety  of   transaction   structures  and  market
participants.  Currently,  we are  focusing on areas that  provide  higher level
margins  as  SWMX   maximizes   the   benefits  of  its  current   technological
competitiveness.  However, as participation in the SWMX marketplace expands, its
operations  will  likely  extend to areas  where  pricing is more  marginal.  In
addition, competitive forces in the future may result in reduced per transaction
compensation.  Thus in the long run,  SWMX's  efforts to increase  revenues  are
expected to focus more on increasing transaction volume than on capturing a high
percentage of system revenue.

                                       10


STRATEGY

         SWMX's  strategy  in  implementing   its  electronic   marketplace  for
commercial radio time was to develop an intuitive  interface in which a new user
can log in to the system, create a profile and thereafter  expeditiously execute
a media buy across the entire national footprint,  against the demographics they
select,  on as many or few stations as they choose,  at prices  consistent  with
their  budget  requirements  in a matter of  minutes.  Accordingly,  the systems
supporting  the SWMX  Marketplace  were  designed  so that all of the  reporting
functions,  including  order  execution,  delivery  of  creative  content,  spot
verification,  reporting and invoicing,  can be automated,  allowing the user to
quickly assess results and further optimize its operations.

         Using current  practices,  a media campaign can take weeks to implement
and require several layers of administrative  support.  Moreover,  SWMX believes
that most  users  would it  prohibitively  expensive  to  achieve  the degree of
targeting,  accountability  and  results  provided  to the  users  of  the  SWMX
marketplace  without additional cost.  Accordingly,  SWMX's development  efforts
have been focused on the  development  of  integrated  functions  that can allow
buyers to create a customized radio media campaign  according to any combination
of user-defined criteria that best meets their targeting objectives,  including:
demographic,  format/program  type,  market  and  geographic  region,  down to a
specific  zip code.  The recent  expansion  of our  system to provide  flighting
capability  enables  customers to execute any  structure of radio media buy that
they  currently  employ.  These  efforts are  continuing  with the  objective of
integrating  socio-economic  segmentation within the screening process, enabling
advertisers to target against such factors as median  income,  marriage  status,
ethnicity and  population  makeup so that the system can  facilitate  integrated
socio-economic segmentation to a detailed level.

         For  broadcasters,  SWMX's  efforts have been  directed at putting more
robust control of the station  inventory in the hands of the managers making the
decisions  on a  daily  basis.  SWMX's  strategy  is to  offer  advertisers  and
broadcasters the ability to achieve their  objectives  through a single platform
that is at once efficient,  intuitive,  cost effective and delivers  directly to
the bottom line.

         The ability of SWMX  RadioTM to meet the needs of the radio  segment of
the media market has provided  SWMX with  increased  confidence in its strategic
plan.  SWMX now believes that it is positioned to serve a broader segment of the
media  industry.  SoftWave Media launched SWMX  TelevisionTM  to serve the local
cable TV segment of the television market, in June 2006 and believes the initial
revenue and market  penetration  opportunities  presented by the cable TV market
should exceed those presented in the radio market.  SWMX's ultimate goal will be
to serve as the de facto  media  trading  exchange  across all  viable  formats,
including cable and local network TV, satellite TV and radio, web and podcasting
and print media. SWMX believes that the platform  developed for SWMX RadioTM has
the potential to be expanded  into a broad based  electronic  marketplace  for a
variety of media  products  that can more  efficiently  serve the needs of media
buyers and sellers,  most of whom use  multiple  formats and operate in multiple
regions,  and that this  Internet-enabled  marketplace will allow advertisers to
engage  in  more  dynamic  demographic  targeting  and  better  customize  their
advertising  campaigns,  while enabling broadcasters to more actively manage and
better control their inventory.

         In addition,  in order to ensure that the SWMX  Marketplace  serves the
needs of global advertisers,  SWMX plans to move as expeditiously as possible to
expand its marketplace to include regions outside of the United States.

                                       11


SWMX MARKETPLACE GROWTH

         After  executing  just under $1.0  million  of radio  advertising  time
during beta testing in 2005, the SWMX Marketplace  generated volume of over $1.0
million  during the first quarter and $3.3 million  during the second quarter of
2006. Through June 2006, more than 65,000 transactions were effected through the
SWMX  Marketplace.  As of June 30,  2006,  we had  more  than  1,100  registered
stations and more than 125  advertisers  using the platform.  With the growth in
registered  stations  and  advertisers,  both the  number of ad spot  placements
(transaction  volume) and the total monetary value of the transactions  executed
(dollar  volume)  of  radio  time  sold on the  SWMX  RadioTM  marketplace  have
increased.  For the six months ended June 30, 2006,  SWMX  experienced  compound
monthly growth rates of 42% for the number of registered stations,  126% for the
monthly  exchange  dollar  volume and 33% for the monthly  exchange  transaction
volume.

         As its  marketplace  has become more  active,  SWMX has had  increasing
success in attracting new  participants.  Broadcasters  currently  include 13 of
Arbitron's top 15 broadcasters, including ABC Radio Networks, CBS Radio, Citadel
Broadcasting  Corporation,  ClearChannel  Communications,  Cox  Radio,  Cumulus,
Emmis,   Entercom  and  Salem   Communications.   Advertising  agencies  include
Zenith/Optimedia  (subsidiary  of Publicis),  Mindshare  (subsidiary of WPP) and
Havas.  In  addition  to  these  agencies,  the  exchange  serves  the  in-house
advertising  departments of a number of corporate  advertisers,  including Dole,
Duane Reade,  EZ Pass,  Johnson and Johnson,  Nestle,  New York Mets,  Novartis,
People PC Online and Perdue.

COMPETITION

         A number of other companies  provide  products or services to the media
market  that  address  various  aspects  of the  needs  addressed  by  the  SWMX
Marketplace.  In addition, there are potential competitors who currently provide
products and services that could be adapted to address these needs. SWMX expects
that a number of potential competitors with significant resources are or will be
working to adapt their  platforms to  facilitate  the purchase and sale of media
advertising.

         COMPETITORS.  While we believe no current offerings compare with SWMX's
full range of  capabilities,  a number of companies  have designed  products and
services  that address  various  aspects of the media  advertising  transactions
process. Our primary competition includes:

                                       12


          o  dMarc,  which was  purchased by Google,  Inc. in January 2006, is a
             static, hardware-based, radio-centric broadcast management platform
             currently designed exclusively for automated  liquidation of unsold
             inventory.  Currently,  dMarc is  generating  profit from a limited
             segment of the market its system is capable of exploiting. However,
             it has the potential to develop market advantages through access to
             the full human and capital resources of Google. The system delivers
             broader station management functionality, but is not an open market
             exchange.  Station managers have limited control over what is sold,
             at  what  time or at  what  price,  and  advertisers  have  limited
             targeting functionality and no ability to track spot placement.

          o  Bid4Spots,  which  uses a  reverse-auction  model  to  allow  radio
             stations  to bid  for  advertiser  budget  each  Thursday  for  the
             following week's broadcast  schedule.  The lowest accepted CPM wins
             the  order.  Purchase  and sale  transactions  can be  accomplished
             through this system, but only on a weekly basis.

          o  Scatter.TV,  which recently launched itself as an online television
             media buying and selling  platform.  Scatter.TV offers to instantly
             transmit pending media buys to its registered  stations  (broadcast
             and cable) that are posted by agency buyers or direct retailers.

          o  Spot  Runner,  which  serves as an  automated ad agency that offers
             templates  for  commercials  and  provides a  web-based  system for
             advertisers   to  customize  and  schedule  the  placement  of  the
             commercials on local television stations in their area.

         Some of these  competitors are more  established,  enjoy greater market
recognition and have significantly  greater  financial,  technical and marketing
resources than we do. Moreover,  the internet-based  media advertising market is
experiencing rapid changes that are affecting the competitive  landscape.  These
changes may result in a greater number of competitors with significantly  larger
resources than ours. We expect competition to intensify in the future as current
competitors  enhance their service  offerings and new competitors  penetrate the
market.  Existing  or future  competitors  may  develop  or offer  services  and
products that provide  significant  performance,  price or other advantages over
those we offer.

         EBAY AND THE ANA INITIATIVE.  On May 9, 2006,  ADVERTISING AGE reported
that the Association of National Advertisers ("ANA") would begin to implement an
initiative that has been discussed for several years.  This initiative calls for
supporting  the   development  of  an  online  system  to  purchase   television
advertisements.  At the ANA conference in May 2006, a group of retailers, led by
Wal-Mart, Microsoft, Hewlett Packard, Masterfoods, Philips and Lexus, called for
advertisers  to commit $50  million  to a test of the  proposed  system.  At the
conference,  eBay offered to implement a proposed system  involving the addition
of a "media  marketplace"  system that would allow  advertisers to purchase time
posted by  advertisers  on eBay and  suggested  that the  proposed  system could
involve either a forward or reverse auction system.

         We do not believe that an auction model can best serve the needs of the
overwhelming   majority  of  advertisers.   However,  we  do  believe  that  the
involvement  of the ANA with a formal  initiative  indicates  that  there is now
broad  recognition  among  advertisers  that the use of online platforms has the
potential to substantially benefit their companies.

         COMPETITIVE  ADVANTAGE.  SWMX believes  that its principal  competitive
advantage  is its  ability  to  facilitate  more  efficient  and cost  effective
transactions in the media market and its resulting  appeal to both  broadcasters
and advertisers.  The SWMX Marketplace has been designed to include support from
analytical  and  logistical  aids that help users better manage the media buying


                                       13


and  selling  process.  As a  result,  users can  complete  a  transaction  from
inception  through  execution,  verification  and  evaluation  through  the SWMX
Marketplace's integrated process.

         The logistical  support component of the SWMX Marketplace  platform can
enable  participants in its marketplace to reduce the time and costs  associated
with  implementing and managing the buying and selling  process.  It also allows
for greater  accountability in verifying and tracking transactions so that their
effectiveness can be better assessed.  SWMX believes that allowing  participants
in its system to execute, track and evaluate media transactions more efficiently
and cost effectively will permit advertisers to receive a better return on their
media   investment   dollars  and  will   ultimately   broaden  the  market  for
broadcasters.

         Since its system is  designed  to  facilitate  transactions  through an
exchange,  it provides  advantages to both  broadcasters and  advertisers.  SWMX
believes  that the  ability to  provide  advantages  to both  groups has been an
important  reason that the SWMX  Marketplace has been able to grow as quickly as
it has.

         Our future  success  will  depend in part on our ability to develop and
market new or enhanced  services that adequately  address changes in technology,
industry standards and client requirements and gain commercial  acceptance.  Any
delay  or  failure  to  develop  new  services  or  to  adapt  our  services  to
technological  change and  market  requirements  could  have a material  adverse
effect on our competitive position.

INTELLECTUAL PROPERTY

         Our intellectual property rights are important to our business. We rely
on a  combination  of  copyright,  trademark  and design  laws,  trade  secrets,
confidentiality   procedures   and   contractual   provisions   to  protect  our
intellectual   property.  We  currently  have  no  issued  patents.  We  require
employees, independent contractors and, whenever possible, vendors to enter into
confidentiality agreements upon the commencement of their relationships with us.
These  agreements   generally  provide  that  any  confidential  or  proprietary
information  developed  by us or on  our  behalf  be  kept  confidential.  These
agreements  also  provide  that  any  confidential  or  proprietary  information
disclosed to third parties in the course of our business be kept confidential by
such third parties.  However, our clients usually own the intellectual  property
in the software we develop for them.

         We filed a U.S.  provisional patent application in August 2005. We have
the option of submitting  one or more U.S.  patent  applications  based upon our
various  applications,  and having as its priority  date, the filing date of the
provisional patent application,  based upon the patent application. The terms of
any  patents  claiming  priority to this PCT patent  application  will extend 20
years from the priority date. We may file additional  applications  with respect
to certain  proprietary  technology we have developed.  We cannot,  however,  be
certain that the patents  sought will be granted,  and we cannot be certain that
the  patent  filings  will be  sufficient  to  prevent  misappropriation  of our
technology or other intellectual property.

         We regard our trade name, trademarks, service marks and domain names as
important to our success.  We rely on the law to protect our proprietary  rights
to them and we have  taken  steps to  enhance  our  rights by  filing  trademark
applications where appropriate. We have registered U.S. trademarks for the marks
SoftWave Media and for the SWMX logo.  Trademark  applications  for the Campaign
Manager and Media Manager are pending in the United States.

         While we believe our  technology  has value,  we do not believe that at
present our patent and trademark  filings  afford us a  significant  competitive
advantage.

                                       14


         Third parties may assert  infringement  claims against us or claim that
we have violated their intellectual property rights. We are obligated under some
client contracts to indemnify our clients if claims are made against us alleging
that we infringe  on the  proprietary  rights of third  parties.  These  claims,
regardless of merit or ultimate  outcome,  could result in significant legal and
other  costs,  harm  to our  reputation  and a  distraction  to  management.  In
particular,  growth in the number of business method and software patents issued
to others may greatly limit the solutions we are able to offer our clients.

PROPERTY AND EQUIPMENT

         SWMX's  principal  executive  offices are located in leased premises of
approximately  6,700 square feet of space in Irvington,  New York. SWMX has also
entered into a lease for  approximately  23,700  square feet of new space within
the same office complex, which it intends to occupy when its existing leases are
terminated  and its  existing  space is  vacated.  The new  lease  commences  on
September  1, 2006 and expires on August 31, 2011.  SWMX  believes the new space
will be adequate for its  immediate  needs and to satisfy any  additional  needs
SWMX may have as a result of planned  expansion  through  the second  quarter of
2007.  Additional  space may be required as SWMX further expands its activities,
but SWMX does not anticipate that its future additional  facilities will involve
particular specifications or unusual requirements.

         SWMX's  network  operating  and  development  center is  located at its
offices in Irvington,  New York,  with platform  redundancy,  load balancing and
backup provided offsite by Level 3  Communications,  Inc., a third party vendor,
at another  location in New York. SWMX also anticipates  outsourcing  additional
platform  co-location  facilities  through  Level  3  Communications,  Inc.  for
facilities   located  in  Texas  and   California.   SWMX's   operating   center
infrastructure  principally  uses IBM  application,  web, and  database  servers
supporting  global traffic  managers,  load balancers and  application  security
managers that operate the platform using routing and switch  equipment  provided
principally by Cisco Systems and Hewlett Packard. The center's equipment, all of
which  is owned  by  SWMX,  also  includes  power  redundancy  and  distribution
equipment.   As  SWMX  introduces  its  television   platform  and  expands  its
operations,  it will purchase additional pieces of the above-described  hardware
for continued development of its technology.

EMPLOYEES

         The  Company  currently  has 48  employees,  all of whom are  full-time
employees.  SWMX also  currently  engages the services of a number of individual
and corporate consultants. We believe our relations with our employees are good.
None of our employees are  represented  by members of any labor union and we are
not a party to any collective bargaining agreement.

CORPORATE INFORMATION

         The Company's  corporate  headquarters  are located at 1 Bridge Street,
Irvington, NY 10533. Our general telephone number is (914) 406-8400, and its fax
number is (914) 406-8468.

LEGAL PROCEEDINGS

         The Company is not a party to any pending legal proceedings.

FORWARD-LOOKING STATEMENTS

         This Current Report on Form 8-K contains forward-looking statements, as
defined in the Private  Securities  Litigation Reform Act of 1995. To the extent
that  any  statements  made  in  this  Report  contain  information  that is not


                                       15


historical,  these statements are essentially  forward-looking.  Forward-looking
statements  can be identified  by the use of words such as  "expects,"  "plans,"
"will," "may," "anticipates,"  believes," "should," "intends,"  "estimates," and
other  words of  similar  meaning.  These  statements  are  subject to risks and
uncertainties that cannot be predicted or quantified and,  consequently,  actual
results  may  differ   materially  from  those  expressed  or  implied  by  such
forward-looking  statements.  Such risks and uncertainties are outlined in "Risk
Factors" and include, without limitation:

          o   SWMX's limited and unprofitable operating history;

          o   non-receipt of expected payments;

          o   the possible failure of our information technology systems;

          o   the  ability  to  raise  additional   capital  to  finance  SWMX's
              activities;

          o   the  effectiveness,  profitability,  and the  marketability of its
              products;

          o   SWMX's ability to attract or retain  qualified  senior  management
              personnel and research and development staff;

          o   legal and regulatory risks associated with the Merger;

          o   the future trading of SWMX's common stock;

          o   SWMX's ability to operate as a public company;

          o   the period of time for which the proceeds of the Private Placement
              will enable us to fund our operations;

          o   SWMX's ability to protect its proprietary information;

          o   general economic and business conditions;

          o   the volatility of SWMX's operating results and financial condition; and

          o   SWMX's ability to attract or retain  qualified  senior  management
              personnel and research and development staff.

         The foregoing  factors should not be construed as exhaustive and should
be read in conjunction with the other cautionary statements that are included in
this Current Report on Form 8-K.

         Information  regarding market and industry statistics contained in this
Report  is  included  based on  information  available  to the  Company  that it
believes is accurate.  It is generally based on industry and other  publications
that are not produced for purposes of securities offerings or economic analysis.
We have not  reviewed  or  included  data from all  sources,  and cannot  assure
investors of the accuracy or  completeness  of the data included in this Report.
Forecasts and other forward-looking  information obtained from these sources are
subject to the same qualifications and the additional uncertainties accompanying
any estimates of future market size,  revenue and market  acceptance of products
and services.  The Company does not undertake any obligation to publicly  update
any forward-looking  statements.  As a result,  investors should not place undue
reliance on these forward-looking statements.

                                       16


MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         THE FOLLOWING  DISCUSSION  SHOULD BE READ TOGETHER WITH THE INFORMATION
CONTAINED IN THE FINANCIAL  STATEMENTS AND RELATED NOTES  INCLUDED  ELSEWHERE IN
THIS CURRENT REPORT ON FORM 8-K.

         The  following  discussion  reflects   management's   analysis  of  the
operating  history SWMX and its  predecessor  entity,  Soft Wave Media,  LLC. As
such, the discussion  only  represents  management's  current  assessment of the
operations  of  the  business.  Since  these  operations  began  only  recently,
management is unable to evaluate its performance against comparable periods from
prior periods.  There can be no implication  that the results  discussed  herein
will  necessarily  continue  into the  future,  or that  any of the  conclusions
expressed below will  necessarily be indicative of actual  operating  results in
the  future.  This  discussion  should be read in  conjunction  with the audited
financial  statements  of Soft Wave  Media,  LLC for the period  from  inception
(August 23, 2005) through  December 31, 2005 as well as the unaudited  financial
statements  of SWMX for the three  months  ended  March 31,  2006,  included  as
Exhibit  99.1 to this  Current  Report on Form  8-K.  This  discussion  contains
forward-looking statements,  within the meaning of Section 27A of the Securities
Act  of  1933,  as  amended  (the  "Securities  Act"),  and  Section  21E of the
Securities  Exchange  Act of  1934,  as  amended,  and  the  Private  Securities
Litigation  Reform Act of 1995,  including  statements  regarding  our  expected
financial position, business and financing plans. These statements involve risks
and  uncertainties.  Our actual results could differ materially from the results
described  in or  implied  by these  forward-looking  statements  as a result of
various  factors,  including those discussed below and elsewhere in this Current
Report on Form 8-K, particularly under the headings "Forward Looking Statements"
and "Risk Factors."

OVERVIEW

         SWMX  operates as an  intermediary  in  implementing  the sale of media
time.  Its long-term  goal is to establish and operate a broad-based  electronic
media  marketplace  and its strategy is to develop the  clientele and systems to
support  that  marketplace  on a phased  basis.  SWMX is in its  early  stage of
implementing  this  strategy.  In August 2005,  SWMX was  organized as a limited
liability company after it acquired the right to operate a platform for the sale
of radio  advertising  that had been developed and tested by several  affiliated
companies during the previous several years.  After adding additional  personnel
and  securing  additional  investors,  the  business  entity was  merged  into a
corporation in January 2006.

         Since inception,  SWMX has considered that the ability to achieve rapid
growth in the number of entities  that  participate  in its  marketplace  and to
quickly  expand the  marketplace  to include  additional  segments  of the media
market will be  essential  to its long run  competitiveness  and  success.  This
policy has dictated  that the support  systems  that have been  designed for the
marketplace be  sufficiently  robust to accommodate  large,  rapid  increases in
volume and be  inherently  scalable so that the  marketplace  can be expanded to
incorporate additional market segments without the need for fundamental redesign
of its  underlying  systems.  Consequently,  the level of expenses has been high
relative to revenues and significant losses have been incurred through March 31,
2006.

         The policy of pursuing rapid growth is based on the assessment that one
of the primary risks facing SWMX is the  relatively  low cost of simulating  its
business  model  through the creation and  marketing of web sites that appear to
offer a product  similar to the SWMX  Marketplace,  but without  the  underlying
support systems and productivity features that SWMX provides. To the extent that
such low cost  competitors fail to fully deliver on the promise of an electronic
media exchange,  the resulting  confusion and  disappointment  could inhibit the
acceptance of the SWMX Marketplace.  In addition,  management  believes that, to
the extent that SWMX is successful in its efforts to achieve dramatic,  industry


                                       17


wide  efficiencies  in as large a market as global  advertising  media sales, it
will attract large, well funded competitors who may be successful in capturing a
significant share of the market.  While management considers such competition to
be to some extent inevitable and perhaps even beneficial, it believes that a key
component of success for any such  marketplace  will be the ability to achieve a
large volume of participants in its system early in the trend.

         A related  risk is the risk that the Company  will not be able to raise
sufficient  capital to sustain  the level of growth  that  management  considers
optimal,  particularly as SWMX's current business model is to promote confidence
in its  marketplace  by  acting  as a  principal  in  guaranteeing  payment  for
advertising placements. To the extent that payables to broadcasters are incurred
and satisfied  faster than receivables  from  advertisers,  SWMX's position as a
principal in supporting its marketplace  results in increased  credit risk and a
heightened need for cash.

         Other major risks that management has been  addressing  since inception
are risks  associated with  developing the human,  physical,  technological  and
management  resources  necessary  to sustain  such a high level of growth in its
system, the risk of unanticipated  equipment or other systems failures, the risk
of  unforeseen  legal or  regulatory  problems  and the need to  develop  robust
control systems for a rapidly growing enterprise.

         Financial  highlights since inception in 2005 include SWMX raising $2.0
million,  before  transaction  expenses,  through  the sale of  common  stock in
January  2006.  In connection  with the closing of such equity  placement,  SWMX
restructured  a note in the  amount of $1.242  million  that had been  issued to
affiliated  entities in  conjunction  with the  formation of SWMX. In connection
with entering into the new note and  canceling  the original  Alowex  promissory
note, SWMX wrote off the remaining debt discount on the original promissory note
and the accrued  interest  payable  thereon,  resulting  in an interest  expense
charge of approximately  $195,000 in 2006. The new note is in the amount of $1.4
million,  bears  interest  at the rate of 7% per  annum  and  amortizes  through
monthly  payments of principal  and interest from February 2007 to January 2011.
In addition,  in connection  with the closing in January 2006, SWMX entered into
letter  agreements  with Alowex and  Remnant  Media,  LLC  (members of Soft Wave
Media,  LLC)  pursuant  to which SWMX  agreed to pay each of Alowex and  Remnant
Media,  LLC $1.3  million in  consideration  for  services  provided to SWMX.  A
portion of the proceeds of the Private Placement was used to repay this note. In
addition,  the amounts due under the letter agreements were exchanged for shares
of common stock in the Private Placement. As of December 31, 2005, SWMX recorded
a liability and expense of $2.6 million in connection with these agreements.

CRITICAL ACCOUNTING POLICIES

         Our significant  accounting policies are more fully described in Note 2
of  the  Financial   Statements.   Certain  of  these  accounting  policies  are
particularly  important to our financial  position and results of operations and
are included below:

CAPITALIZED SOFTWARE

         In accordance with Statement of Position 98-1, Accounting for the Costs
of Computer  Software  Developed  or Obtained  for  Internal  Use ("SOP  98-1"),
certain direct  development  costs  associated  with  internal-use  software are
capitalized.  These costs include  external  direct costs of service and payroll
costs for employees  devoting time to software projects  principally  related to
software coding, designing system interfaces and installation and testing of the
software.  These costs are  recorded as fixed  assets and are  amortized  over a
period not to exceed three years beginning when the asset is substantially ready
for use.  Certain other costs incurred during the preliminary  project stage, as


                                       18


well as maintenance  and training costs are expensed as incurred.  Through March
31, 2006,  SWMX has only  capitalized  the cost of the software  purchased  from
Alowex, a related party, based on the criteria of SOP 98-1.

REVENUE RECOGNITION AND PRESENTATION

         The Company  recognizes revenue when all of the following criteria have
been met:  persuasive  evidence of an  arrangement  exists;  services  have been
rendered; the price to the customer is fixed and determinable and collectibility
from the customer is reasonably assured.  Generally, these criteria are met when
the customer's advertisement is aired, and it is at this point that we recognize
revenue. In compliance with Emerging Issues Task Force ("EITF") Issue No. 99-19,
Reporting  Revenue  Gross as a Principal  versus Net as an Agent,  SWMX assesses
whether SWMX or the third party broadcaster is the primary obligor. In addition,
SWMX gives appropriate consideration to other key indicators such as latitude in
establishing price, discretion in broadcaster selection and who has credit risk.
As SWMX  operates  broadly as a network  exchange and the  advertising  industry
practice  is to  generally  record  revenue on a net versus  gross  basis,  SWMX
believes that there must be strong evidence in place to overcome the presumption
of net revenue accounting.  Accordingly,  SWMX has historically recorded revenue
net of pass-through  charges,  based on SWMX's assessment of the key indicators.
Should  SWMX  enter into  transactions  where the key  indicators  suggest it is
acting as a principal, then SWMX will record the gross amount billed as revenue.

OPERATIONS

         After  experiencing  net  revenues  of  $190,453  and  a  net  loss  of
($3,209,586)  during the period of slightly over four months since  inception in
2005,  net revenues were $208,755 with a loss of ($944,216) for the three months
ended March 31, 2006.  The growth in net revenue is  principally  related to the
increase  in  activity  in the SWMX  Marketplace.  The  increase  in expenses is
related to the establishment of SWMX's infrastructure.

         SWMX uses the following key metrics in evaluating  its progress  toward
achieving the goals of its business plan.

          o   Broadcasters  registered  on the  exchange  - the  number of radio
              stations registered on the exchange
          o   Exchange dollar volume - the dollar value of the advertising  time
              purchased
          o   Number of  transactions  (spots) - the  number  of  airtime  spots
              purchased

         At inception in August 2005, there were 170 broadcasters  registered to
participate  in the  SWMX  Marketplace.  An  additional  151  broadcasters  were
registered as of December 31, 2005. As of March 31, 2006, 562 broadcasters  were
registered.

         Net revenues  generated by the SWMX Marketplace are largely  determined
by the total  number of ad spots  sold and the value of these  spots,  which are
subject  to change  due to  seasonal  and other  factors,  such as the impact of
political  campaigns.  Until  May  2006,  the  broadcast  inventory  on the SWMX
Marketplace  was limited to radio spots purchased seven days in advance of sale.
The availability of this inventory is inversely proportional to the availability
of spots scheduled in advance (flighting) and the cost of this inventory is also
significantly lower than the cost of scheduled inventory.  If SWMX is successful
in generating a significant  volume of flighted  sales in the radio and cable TV
markets as a result of its current  initiatives,  SWMX's net revenues  should be
expected to  increase  overall and follow  seasonal  and other  trends that more
closely reflect the overall performance of these segments of the media market.

                                       19


         Since  September  2005,  monthly  exchange dollar volume has risen from
$163,000 to $600,000 in June 2006. The average number of transactions  per month
increased from 6,450 to 24,000 during the same period.  Management  expects that
the recent introduction of scheduled advertising time to its radio inventory and
the  expansion  of the  marketplace  into cable TV will  significantly  increase
exchange dollar volume and the number of transactions per month in the remainder
of 2006.

LIQUIDITY AND Capital RESOURCES

         We have  historically met our cash requirements and financed our growth
principally  through a private  placement  in January 2006 in which $2.0 million
was raised,  of which  $200,000  was advanced in December  2005.  Cash flows are
summarized in the table below.

                                                                   Three
                                           Period from Inception   months ended
                                           (August 23, 2005) to    March 31,
                                           December 31, 2005       2006
                                           ----------------------  -------------
Net cash used in operating activities              $(120,180)       $(1,143,969)
Net cash used in investing activities                      -           (147,815)
Net cash provided by financing activities            200,000          1,988,889


         As  of  December  31,  2005  and  March  31,  2006,  the  deficit  that
accumulated since inception was ($3,209,586) and ($4,153,802),  respectively. As
a result of the  operating  losses from  inception and the growth of activity in
the SWMX  Marketplace,  which  resulted in an  increase in accounts  receivable,
$120,180 and  $1,143,969  has been used in operating  activities  for the period
ended December 31, 2005 and the three months ended March 31, 2006, respectively.
In the  three  months  ended  March 31,  2006,  $147,815  was used in  investing
activities to acquire computer and other office equipment as well as software.

         SWMX had a revolving  credit  facility,  provided  by a related  party,
which provided for a $1.5 million  revolving  loan,  with an interest rate of 8%
per annum. The revolving credit facility expired upon the receipt of proceeds by
SWMX in the Private Placement.

         SWMX believes it will continue to incur significant operating expenses,
including significant expenditures on computer hardware, in order to execute its
current  business  plan.  While SWMX  believes  that it has access to sources of
working  capital that are  sufficient to fund its operations for the year ending
December  31,  2006,  there  can be no  assurance  that  such  amounts  will  be
sufficient to meet its business objectives.

RECENT EVENTS

         On July 26, 2006,  SWMX  completed  the Private  Placement  pursuant to
which it sold four  million  shares of common  stock for gross  proceeds  of $12
million,  including  through the  conversion of $2.6 million  Alowex and Remnant
Media,  LLC. In addition,  SWMX used $1.4 million to repay a loan due to Alowex.
Finally, SWMX used $1.5 to repay its revolving credit facility.

RISK FACTORS

         Investing  in  our  common  stock  involves  a  high  degree  of  risk.
Prospective  investors  should  carefully  consider the risks  described  below,
together  with all of the other  information  included  or  referred  to in this
Current Report on Form 8-K, before purchasing shares of our common stock.  There
are  numerous  and varied  risks,  known and  unknown,  that may prevent us from
achieving  our goals.  The risks  described  below are not the only ones we will


                                       20


face. If any of these risks actually occurs, our business,  financial  condition
or results of operation may be materially adversely affected.  In such case, the
trading  price of our common  stock could  decline and  investors  in our common
stock could lose all or part of their investment.

RISKS RELATING TO OUR BUSINESS

WE HAVE A LIMITED  OPERATING  HISTORY  ON WHICH AN  INVESTOR  CAN  EVALUATE  OUR
BUSINESS.

         SWMX  began  operations  in  August  2005 and has a  limited  operating
history.  Our limited  operating  history  makes it difficult to predict  future
revenues and  operating  expenses.  You must  consider  the risks,  expenses and
difficulties   typically   encountered  by  companies  with  limited   operating
histories,  particularly  companies in new and rapidly expanding markets such as
Internet-based media advertising. These risks include our ability to:

          o   achieve the level of  recognition  and trust  necessary to develop
              and   sustain  the   relationships   with   broadcast   companies,
              advertisers  and third  parties that will allow us to maintain our
              growth and withstand competition;

          o   generate the ideas and  resources,  including  both  financial and
              human resources,  necessary to continue to develop and upgrade our
              technology in order to sustain our business  strategy and maintain
              our  viability in the  fast-paced  and rapidly  changing  field of
              Internet technologies;

          o   implement  and  improve  operational,   financial  and  management
              information  systems  appropriate  to our  expanding  and changing
              operations; and

          o   respond  to  competitive   developments   and  adapt  to  industry
              conditions such as consolidation  of existing  competitors and the
              entry of new competitors.

AS AN EARLY STAGE COMPANY, WE ARE SUBJECT TO MANY UNFORESEEN BUSINESS RISKS.

         The development of Internet-based electronic marketplaces for the media
advertising  market is in its infancy.  As a result,  we may be subject to risks
that we have not foreseen or fully appreciated.  We are subject to all the risks
inherent  in a small  company  seeking to  develop,  market and  distribute  new
products.  The  likelihood  of our success  must be  considered  in light of the
problems,   expenses,   difficulties,   complications   and  delays   frequently
encountered  in  connection   with   developing,   introducing,   marketing  and
distributing  new products or services in a competitive  environment.  We cannot
guarantee that we will achieve our goals or meet our projections.

OUR BUSINESS MODEL INVOLVES THE ASSUMPTION OF SIGNIFICANT CREDIT RISK.

         In order to serve as a reliable  intermediary  between broadcasters and
advertisers, we have assumed the payment risk associated with media purchases by
advertisers.  Thus,  although we will purchase media time from  broadcasters  on
behalf  of an  advertiser,  we  will  act as a  principal  with  respect  to the
broadcaster.  Accordingly,  we may from time to time  assume  substantial  risks
associated  with  payables  from  advertisers  who may default in payment due to
insolvency or other circumstances. We have not established reserves against such
losses at this time and any such  reserves  that we  establish in the future may
not be sufficient to entirely mitigate this risk.

                                       21


DEVELOPMENT DELAYS OR COST OVERRUNS MAY NEGATIVELY AFFECT OUR OPERATING RESULTS.

         We  may  experience   development  delays  and  cost  overruns  in  our
development  efforts.  Delays and cost  overruns  could  affect  our  ability to
respond to  technological  changes,  evolving  industry  standards,  competitive
developments or customer requirements. Also, our products may contain undetected
errors,  including security errors that could cause increased development costs,
loss of revenue, adverse publicity, reduced market acceptance of our products or
services or lawsuits by customers.

WE MAY NOT BE ABLE TO SUCCESSFULLY DEVELOP SWMX TELEVISIONTM .

         We are currently  developing our SWMX  TelevisionTM  product.  We began
beta testing this product in June 2006. This development effort could experience
technological  difficulties as it expands or could take more time than expected.
Any delays in the  development  process may increase our  development  costs and
delay our ability to generate revenues from this new product. Such a delay would
alter the financial  projections provided herein. In addition,  any difficulties
in the development process may divert management's attention from other areas of
our business which could materially adversely affect us.

OUR BUSINESS MAY SUFFER IF WE ARE UNABLE TO SUCCESSFULLY  IMPLEMENT OUR BUSINESS
MODEL.

         A  significant  part of our  business  model is to generate  revenue by
providing interactive  marketing solutions to advertisers,  advertising agencies
and  broadcast  companies.  The  profit  potential  for this  business  model is
unproven.  We will need to  achieve  broad  market  acceptance  by  advertisers,
advertising  agencies and broadcast  companies to be successful.  Our ability to
generate  significant  revenue from  advertisers  will depend,  in part,  on our
ability  to  contract  with radio and  television  stations  that have  adequate
available advertisement space inventory. Further, these broadcast companies must
generate sufficient user traffic with demographic  characteristics attractive to
our advertisers. The intense competition among media advertising sellers has led
to the creation of a number of pricing alternatives for media advertising. These
alternatives  make it difficult for us to project  future levels of  advertising
revenue and  applicable  gross  margin that can be  sustained by us or the media
advertising industry in general.

         Intensive  marketing  and sales  efforts  may be  necessary  to educate
prospective  advertisers  regarding  the uses and  benefits  of, and to generate
demand for, our products and services.  Advertisers  may be reluctant or slow to
adopt a new  approach  that may replace,  limit or compete  with their  existing
direct marketing systems. In addition, as online direct marketing is emerging as
a new and  distinct  business,  potential  adopters of online  direct  marketing
services  will  increasingly  demand  functionality  tailored to their  specific
requirements.  We may be unable to meet the demands of these clients. Acceptance
of our  new  solutions  will  depend  on the  continued  emergence  of  Internet
commerce,  communication  and advertising.  Demand for our new solutions may not
become occur or be sustained.

WE MAY REQUIRE  ADDITIONAL  FUNDING TO CONTINUE  DEVELOPING  OUR  TECHNOLOGY AND
MARKETING OUR PRODUCTS.

         Even  with  the  proceeds  of the  Private  Placement,  we may  require
additional  funding  to  achieve  the goals  stated  in our  business  plan.  In
particular,  we may require working capital to support the initial marketing and
distribution of our planned new products.  If we experience  delays in producing
our new  products or entering  into  agreements  with  broadcast  companies  and
advertisers, we may need more funding than we currently anticipate.

         Whatever our capital  requirements,  adequate  funding,  whether in the
form of debt or equity, may not be available on favorable terms, or at all.

                                       22


OUR CONTINUED SUCCESS MAY ATTRACT NUMEROUS IMITATORS.

         The  success of the SWMX  Marketplace  may spawn  imitators.  It is the
nature of web-based  businesses  that  competitors  could create the superficial
appearance of providing a marketplace for media placements without a significant
investment,  even though their systems do not provide the features of our system
or the robust infrastructure  underlying our systems. If our potential customers
have disappointing experiences with such competitors,  it may hinder our ability
to persuade  them to  participate  in our system.  In addition,  our success may
encourage larger, better known and better financed firms to replicate or reverse
engineer our systems, or induce key employees to work for them, allowing them to
quickly gain significant  market share at our expense,  despite our best efforts
to protect our proprietary systems, processes and know how.

LARGER AND  BETTER-FINANCED  COMPETITORS  MAY AFFECT OUR  ABILITY TO OPERATE OUR
BUSINESS AND ACHIEVE PROFITABILITY.

         Management is aware of similar  products that compete directly with our
products and some of the companies developing these similar products are larger,
better-financed  companies that may develop  products  superior to ours. Many of
our current and prospective  competitors  are larger and have greater  financial
resources,  which could  create  significant  competitive  advantages  for those
companies. Our future success depends on our ability to compete effectively with
our  competitors.  As a result,  we may have  difficulty  competing with larger,
established competitor companies. Generally, these competitors have:

          o   substantially   greater   financial,   technical   and   marketing
              resources;

          o   larger customer bases;

          o   better name  recognition;  ando potentially more expansive product
              offerings.These  competitors are likely to command a larger market
              share,  which may enable them to establish a stronger  competitive
              position  than  we  have,  in  part,   through  greater  marketing
              opportunities.  If we fail  to  address  competitive  developments
              quickly  and  effectively,  we may not be able to  remain a viable
              entity.

WE DEPEND ON OUR KEY PERSONNEL AND THE LOSS OF THEIR  SERVICES OR THE FAILURE TO
ATTRACT   ADDITIONAL   HIGHLY  SKILLED  PERSONNEL  COULD  ADVERSELY  AFFECT  OUR
OPERATIONS.

         If we are  unable  to  maintain  our  key  personnel  and  attract  new
employees  with high levels of  expertise  in those areas in which we propose to
engage,  without  unreasonably  increasing our labor costs, the execution of our
business  strategy may be hindered and our growth  limited.  We believe that our
success  is  largely  dependent  on  the  continued  employment  of  our  senior
management and the hiring of strategic key personnel at reasonable  costs. We do
not have  "key-person"  insurance  on the  lives of any of our key  officers  or
management  personnel to mitigate the impact to our company that the loss of any
of them would cause.  Specifically,  the loss of any of our  executive  officers
would disrupt our  operations and divert the time and attention of our remaining
officers.  If any of our current  senior  managers  were unable or  unwilling to
continue  in his or her  present  position,  or if we were  unable to  attract a
sufficient  number of qualified  employees at  reasonable  rates,  our business,
results of operations  and  financial  condition  will be  materially  adversely
affected.

OUR ANTICIPATED GROWTH COULD STRAIN OUR RESOURCES.

         We expect to grow at a rate that will place a significant strain on our
managerial,  operational and financial resources. To manage this growth, we will
have to develop and install  operational and financial systems, as well as hire,


                                       23


train and manage new employees. We may not be able to locate, hire and train the
individuals  needed to  sustain  the  growth of our  business  at the  levels we
anticipate.  We cannot assure you that we have made adequate  allowances for the
costs and risks  associated  with this growth,  that our  procedures or controls
will be adequate to support our operations,  or that our management will be able
to  successfully  offer and expand our products.  If we are unable to manage our
growth effectively, our business could be materially adversely affected.

OUR  REVENUE  COULD  DECLINE  IF WE  FAIL TO  EFFECTIVELY  MANAGE  OUR  EXISTING
ADVERTISING  INVENTORY,  AND OUR  GROWTH  COULD BE IMPEDED IF WE FAIL TO ACQUIRE
ACCESS TO NEW ADVERTISING INVENTORY.

         Our success  depends in part on our ability to  effectively  market and
manage the  advertising  inventory made available on the SWMX  Marketplace.  The
broadcast companies that list their advertising  inventory with us are not bound
by long-term contracts.  In addition,  broadcast companies can change the amount
of inventory  they make  available to us at any time. If a media outlet  decides
not to make advertising  space from its stations  available to us, we may not be
able to  replace  this  advertising  space  with  advertising  space  from other
broadcast  companies that have comparable traffic patterns and user demographics
quickly enough to fulfill our advertisers'  requests.  This would result in lost
revenue.   We  expect  that  our  customers'   requirements   will  become  more
sophisticated  as customers  become more  accustomed to our system as a means of
purchasing advertising time. If we fail to manage our system effectively to meet
our customers' changing requirements, our revenue could decline. Our growth also
depends on our  ability  to expand our  advertising  inventory.  To attract  new
advertisers,  we must  maintain a consistent  supply of  attractive  advertising
space.  Our ability to attract  new  broadcast  companies  to our network and to
retain  broadcast  companies  currently  in our  network  will depend on various
factors, some of which are beyond our control. These factors include our ability
to introduce new and innovative services,  our ability to efficiently manage our
existing advertising inventory,  our pricing policies and the cost-efficiency to
broadcast  companies of outsourcing all or part of their  advertising  sales. In
addition,  the number of  competing  intermediaries  that  purchase  advertising
inventory  from  broadcast  companies  continues  to  increase.  The size of our
inventory may not increase or even remain constant in the future.

OUR  TECHNOLOGY   SOLUTIONS  MAY  NOT  BE  SUCCESSFUL  AND  MAY  CAUSE  BUSINESS
DISRUPTION.

         Our proprietary  advertisement  serving technology is intended to serve
as our sole  advertisement  serving  solution.  We have  developed  a variety of
products to work on or with this  platform.  Some of these  products are not yet
available or are only  available in beta version.  We must,  among other things,
ensure that the technology will function  efficiently at high volumes,  interact
properly with our database,  offer the  functionality  demanded by our customers
and  integrate  our sales and  reporting  functions.  We must  further  complete
development  of  our  beta  products.   This   development   effort  could  fail
technologically  or could  take more time than  expected.  Customers  may become
dissatisfied  by any  system  failure  that  interrupts  our  ability to provide
services  to  them,   including   failures  affecting  our  ability  to  deliver
advertisements without significant delay to the viewer or listener. Sustained or
repeated  system  failures would reduce the  attractiveness  of our solutions to
advertisers, advertising agencies and broadcast companies and result in contract
terminations,  fee rebates and other accommodations that would likely reduce our
revenue.  Slower response time or system failures may also result from straining
the  capacity of our  systems  due to an  increase in the volume of  advertising
delivered  through our servers.  If we fail to effectively  address any capacity
constraints  or  system  failures,  our  business,  results  of  operations  and
financial condition could be materially and adversely affected.

WE MIGHT EXPERIENCE SIGNIFICANT DEFECTS IN OUR PRODUCTS.

         Software  products  frequently  contain errors or failures,  especially
when first  introduced  or when new versions are released.  We might  experience
significant  errors or  failures  in our  products,  or they might not work with


                                       24


other hardware or software as expected, which could delay the enhancement of our
products, or which could adversely affect market acceptance of our products. Any
significant  product  errors or design  flaws  would  slow the  adoption  of our
products  and cause damage to our  reputation,  which would  seriously  harm our
business.   If  customers  were  dissatisfied  with  product   functionality  or
performance,  we could lose  revenue or be subject to  liability  for service or
warranty  costs and claims,  and our business,  operating  results and financial
condition could be adversely affected.

OUR  NETWORK IS  SUBJECT TO  SECURITY  RISKS  THAT COULD HARM OUR  BUSINESS  AND
REPUTATION AND EXPOSE US TO LITIGATION OR LIABILITY.

         Online  commerce and  communications  depend on the ability to transmit
confidential  information  and  licensed  intellectual  property  securely  over
private and public networks. Any compromise of our ability to transmit and store
such information and data securely,  and any costs associated with preventing or
eliminating  such  problems,  could  damage our  business,  hurt our  ability to
distribute  products and services and collect revenue,  threaten the proprietary
or confidential  nature of our technology,  harm our reputation and expose us to
litigation or liability.  We also may be required to expend significant  capital
or other resources to protect against the threat of security  breaches or hacker
attacks  or to  alleviate  problems  caused by such  breaches  or  attacks.  Any
successful  attack or breach of our security could hurt consumer  demand for our
products and services,  expose us to consumer class action lawsuits and harm our
business.

OUR REVENUES ARE SUBJECT TO FLUCTUATIONS DUE TO GENERAL ECONOMIC CONDITIONS.

         Expenditures by advertisers tend to vary in cycles that reflect overall
economic conditions as well as budgeting and buying patterns.  Our revenue could
be materially  reduced by a decline in the economic  prospects of advertisers or
the economy in general,  which could alter current or  prospective  advertisers'
spending  priorities  or budget  cycles or extend our sales  cycle.  Due to such
risks, you should not rely on  quarter-to-quarter  comparisons of our results of
operations as an indicator of our future results.

WE MAY BE UNABLE TO PROMOTE AND MAINTAIN OUR BRANDS.

         We believe that  establishing  and maintaining the brand  identities of
our products and services is a critical  aspect of  attracting  and  expanding a
large client base.  Promotion and  enhancement of our brands will depend largely
on our success in continuing to provide high quality  service.  If businesses do
not perceive our existing services to be of high quality, or if we introduce new
services or enter into new business ventures that are not favorably  received by
businesses,  we will risk  diluting  our brand  identities  and  decreasing  our
attractiveness to existing and potential customers.

         In order to attract and retain  customers  and to promote and  maintain
brands in  response  to  competitive  pressures,  we may also  have to  increase
substantially  our financial  commitment to creating and  maintaining a distinct
brand  loyalty  among our  customers.  If we incur  significant  expenses  in an
attempt to improve  our  services  or to promote and  maintain  our brands,  our
business,  prospects,  financial  condition and results of  operations  could be
materially adversely affected.  Moreover,  any brand identities we establish may
be diluted as a result of any  inability to protect our  trademarks  and service
marks or  domain  names,  which  could  have a  material  adverse  effect on our
business, prospects, financial condition and results of operations.

WE MAY NOT BE ABLE TO ADEQUATELY  PROTECT OUR  PROPRIETARY  RIGHTS,  WHICH WOULD
HAVE A NEGATIVE IMPACT ON OUR OPERATIONS.

         Our ability to compete  partly depends on the  superiority,  uniqueness
and value of our technology,  including both internally developed technology and


                                       25


technology  licensed from third parties.  To protect our proprietary  rights, we
rely on a  combination  of patent,  trademark,  copyright and trade secret laws,
confidentiality  agreements with our employees and third parties, and protective
contractual  provisions.  Despite these efforts, any of the following may reduce
the value of our intellectual property:

          o   Our applications for patents,  trademarks and copyrights  relating
              to our  business  may  not be  granted  and,  if  granted,  may be
              challenged or invalidated;

          o   Issued patents,  trademarks and copyrights may not provide us with
              any competitive advantages;

          o   Our efforts to protect our intellectual property rights may not be
              effective in preventing misappropriation of our technology;

          o   Our efforts may not prevent the  development  and design by others
              of products or  technologies  similar to or  competitive  with, or
              superior to those we develop; or

          o   Another  party may obtain a  blocking  patent and we would need to
              either  obtain a license  or design  around the patent in order to
              continue  to  offer  the  contested  feature  or  service  in  our
              products.

         In addition, we may not be able to effectively protect our intellectual
property  rights in certain  foreign  countries  where we may do business in the
future or from which  competitors  may  operate.  Our  inability  to  adequately
protect our proprietary rights would have a negative impact on our operations.

WE MAY BE FORCED TO LITIGATE TO DEFEND OUR INTELLECTUAL  PROPERTY RIGHTS,  OR TO
DEFEND  AGAINST  CLAIMS BY THIRD  PARTIES  AGAINST US RELATING  TO  INTELLECTUAL
PROPERTY RIGHTS.

         Disputes  regarding the ownership of technologies and rights associated
with media,  digital distribution and online businesses are common and likely to
arise in the  future.  We may be forced to  litigate  to  enforce  or defend our
intellectual  property rights,  to protect our trade secrets or to determine the
validity and scope of other parties'  proprietary  rights.  Any such  litigation
could be very  costly  and  could  distract  our  management  from  focusing  on
operating our  business.  The existence  and/or  outcome of any such  litigation
could harm our business.

WE MAY BE SUBJECT TO CLAIMS THAT WE HAVE  INFRINGED  THE  PROPRIETARY  RIGHTS OF
OTHERS OR EXCEEDED THE SCOPE OF LICENSES THAT WE HAVE PREVIOUSLY OBTAINED, WHICH
COULD  REQUIRE  US TO  OBTAIN A LICENSE  OR PAY  ADDITIONAL  FEES OR CHANGE  OUR
DESIGNS OR TECHNOLOGY.

         We can give no assurances that  infringement  or invalidity  claims (or
claims for  indemnification  resulting  from  infringement  claims)  will not be
asserted or prosecuted  against us or that any such  assertions or  prosecutions
will not  materially  adversely  affect our business.  Regardless of whether any
such claims are valid or can be successfully  asserted,  defending  against such
claims could cause us to incur significant costs and could divert resources away
from our other activities.  In addition,  assertion of infringement claims could
result in injunctions  that prevent us from  distributing  our products.  If any
claims or actions  are  asserted  against us, we may seek to obtain a license to
the intellectual  property rights that are in dispute. Such a license may not be
available on  reasonable  terms,  or at all,  which could force us to change our
software designs or other technology.

                                       26


IF WE EXPAND INTO  INTERNATIONAL  MARKETS,  OUR INEXPERIENCE  OUTSIDE THE UNITED
STATES WOULD INCREASE THE RISK THAT OUR INTERNATIONAL EXPANSION EFFORTS WILL NOT
BE SUCCESSFUL, WHICH WOULD IN TURN LIMIT OUR PROSPECTS FOR GROWTH.

         We may explore  expanding  our business to other  countries.  Expansion
into  international  markets  requires  significant   management  attention  and
financial  resources.  In addition,  we may face the following risks  associated
with any expansion outside the United States:

          o   challenges caused by distance, language and cultural differences;

          o   legal, legislative and regulatory restrictions;

          o   currency exchange rate fluctuations;

          o   economic instability;

          o   longer payment cycles in some countries;

          o   credit risk and higher levels of payment fraud;

          o   potentially adverse tax consequences; and

          o   higher costs associated with doing business internationally.

         These risks could harm our international expansion efforts, which would
in turn harm our business prospects.

OUR BUSINESS AND OPERATING  RESULTS WILL SUFFER IF OUR SYSTEMS OR NETWORKS FAIL,
BECOME  UNAVAILABLE OR PERFORM POORLY SO THAT CURRENT OR POTENTIAL  USERS DO NOT
HAVE ADEQUATE ACCESS TO OUR PRODUCTS, SERVICES AND WEBSITES.

         Our ability to provide our products and services to our  customers  and
operate  our  business  depends,  in part,  on the  continued  operation  of our
information  systems and networks.  A significant  or repeated  reduction in the
performance,  reliability or availability of our information systems and network
infrastructure  could harm our  ability to conduct  our  business,  and harm our
reputation and ability to attract and retain users,  customers,  advertisers and
content providers.

         Problems with our systems and networks could result from our failure to
adequately  maintain and enhance these systems and networks,  natural  disasters
and similar events,  power failures,  intentional actions to disrupt our systems
and networks and many other causes.

         We do not currently have fully  redundant  systems or a formal disaster
recovery plan, and we may not have adequate business  interruption  insurance to
compensate us for losses that may occur from a system outage.

WE MAY BE SUBJECT TO MARKET RISK AND LEGAL LIABILITY IN CONNECTION WITH THE DATA
COLLECTION CAPABILITIES OF OUR PRODUCTS AND SERVICES.

         Many of our  products are  interactive  Internet  applications  that by
their very nature require  communication between a client and server to operate.
To provide better consumer experiences and to operate effectively,  our products
send  information  to our servers.  Many of the services we provide also require


                                       27


that a user provide  certain  information  to us. We post an  extensive  privacy
policy  concerning the  collection,  use and disclosure of user data involved in
interactions between our client and server products. Any failure by us to comply
with our posted privacy policy and existing or new legislation regarding privacy
issues  could impact the market for our  products  and  services,  subject us to
litigation and harm our business.

CHANGES  IN THE  MANAGEMENT  OF THE RADIO  AND  TELEVISION  STATIONS  THAT WE DO
BUSINESS WITH COULD HAVE AN ADVERSE AFFECT ON OUR BUSINESS.

         Many of the arrangements  with radio and television  stations with whom
we do business are based on personal  relationships  with the stations'  current
management.  A change in the  management  of these  stations  may  result in new
management  discontinuing  the use of our services.  The loss of stations  could
result in a reduction in our  revenues,  which would have an adverse  effect our
business.

WE MAY BE EXPOSED TO POTENTIAL  LIABILITIES,  INCLUDING LIABILITIES ARISING FROM
ALLEGATIONS THAT OUR CLIENTS'  ADVERTISING CLAIMS ARE FALSE OR MISLEADING OR OUR
CLIENTS' PRODUCTS ARE DEFECTIVE.

         From  time to time,  we may be,  or may be joined  as, a  defendant  in
litigation brought against our clients by third parties,  including our clients'
competitors,  governmental or regulatory bodies or consumers for  advertisements
that are  broadcast on stations  through our order  process.  These  litigations
could include claims alleging that:

          o   advertising  claims made with respect to our clients'  products or
              services are false, deceptive or misleading;

          o   our clients' products are defective or injurious; or

          o   marketing  and  communications  materials  created for our clients
              infringe on the proprietary rights of third parties.

         If, in those  circumstances,  we are not insured under the terms of our
insurance policies or are not indemnified under the terms of our agreements with
clients  or this  indemnification  is  unavailable  for these  claims,  then the
damages,  costs,  expenses or  attorneys'  fees arising from any of these claims
could have an adverse effect on our prospects,  business,  results of operations
and financial condition.  Although we maintain insurance, this insurance may not
be available,  or if available  may not be  sufficient to cover any claim,  if a
significant adverse claim is made.

IF OUR ADVERTISERS'  CAMPAIGNS ARE UNSUCCESSFUL,  THEY MAY DISCONTINUE USING OUR
SERVICES,  WHICH COULD RESULT IN A LOSS IN REVENUES THAT WOULD ADVERSELY  AFFECT
OUR BUSINESS.

         Success in advertising  involves many factors including,  among others,
ratings,  creative,  frequency  of ad  time,  station  selection  and  location.
Although we will  endeavor to ensure the success of our  advertisers'  campaign,
there is no assurance that the campaign will be successful.  If our advertisers'
campaigns  are  unsuccessful,  we may  lose  their  business  as well as fail to
attract new  advertisers.  This could  result in a loss in  revenues  that would
adversely affect our business.

WE HAVE A CONCENTRATION OF SALES FROM A LIMITED AMOUNT OF ADVERTISERS,  THE LOSS
OF WHICH COULD HAVE A MATERIAL ADVERSE AFFECT ON OUR BUSINESS.

         Although we continue to add advertisers,  our five largest  advertisers
represented  82% of our total net revenue for the period from inception  through


                                       28


December 31,  2005.  Similarly,  for the three months ended March 31, 2006,  our
five  largest  advertisers  contributed  84% of our  total net  revenues.  Under
present  conditions,  the  loss of any one of  these  advertisers  could  have a
material adverse effect on our operations and financial condition.

WE MAY BE  ADVERSELY  AFFECTED IF DATA FROM THIRD PARTY  PROVIDERS  IS NO LONGER
AVAILABLE TO US.

         We are  dependent  on data from third party  providers  such as Nielsen
Media Research,  Arbitron,  Inc. and FYI Television,  Inc. Although we currently
have contracts  with these vendors to provide us this data, we cannot  guarantee
that  these  contracts  will be  renewed  or, if  renewed,  that such  terms are
acceptable  to us. If we are unable to obtain such data,  our  business  will be
adversely affected.

RISKS RELATING TO OUR INDUSTRY

INTERPRETATION   OF  EXISTING  LAWS  OR  REGULATIONS  THAT  DID  NOT  ORIGINALLY
CONTEMPLATE THE INTERNET COULD HARM OUR BUSINESS AND OPERATING RESULTS.

         The  application  of existing  laws  governing  issues such as property
ownership,  copyright and other intellectual  property issues to the Internet is
not clear. Many of these laws were adopted before the advent of the Internet and
do not  address  the unique  issues  associated  with the  Internet  and related
technologies.  In many cases, the relationship of these laws to the Internet has
not yet been interpreted.  New interpretations of existing laws may increase our
costs, require us to change business practices or otherwise harm our business.

CHANGES IN THE EXISTING  LAWS OR  REGULATIONS  IN RESPONSE TO THE CHANGES IN OUR
INDUSTRY COULD HARM OUR BUSINESS AND OPERATING RESULTS.

         Broadcasters  and,  to a lesser  extent,  advertisers  are  subject  to
various  laws and  regulations  that may be  changed in  response  to changes in
industry practices, such as the development of our marketplace. Such changes may
increase our costs,  require us to change  business  practices or otherwise harm
our business.

         In particular, the operation of radio and television broadcast stations
is subject to regulation by the Federal  Communications  Commission (the "FCC").
Congress  and  the FCC are  currently  considering  new  laws,  regulations  and
policies  regarding a wide variety of matters,  including  requiring stations to
provide free political time. The amount of time available for advertising may be
reduced if such a regulation were to be  implemented.  A reduction in the amount
of available  advertising  time could cause a reduction in our  revenues,  which
would adversely affect our business.

RISKS RELATING TO OUR COMMON STOCK

OUR STOCK PRICE MAY BE VOLATILE.

         The market  price of our common  stock is likely to be highly  volatile
and could  fluctuate  widely in price in  response to various  factors,  many of
which are beyond our control, including the following:

          o   technological  innovations  or new  products and services by us or
              our competitors;

          o   intellectual property disputes;

          o   additions or departures of key personnel;

                                       29


          o   sales of our common stock (particularly following effectiveness of
              the  resale  registration   statement  required  to  be  filed  in
              connection with the Private Placement);

          o   our ability to execute our business plan;

          o   operating results that fall below expectations;

          o   loss of any strategic relationship;

          o   industry developments;

          o   economic and other external factors; and

          o   period-to-period fluctuations in our financial results.

         In addition,  the securities markets have from time to time experienced
significant  price and volume  fluctuations  that are unrelated to the operating
performance  of  particular  companies.   These  market  fluctuations  may  also
materially and adversely affect the market price of our Common Stock.

WE  HAVE  NEVER  PAID  DIVIDENDS  AND DO NOT  EXPECT  TO  PAY  DIVIDENDS  IN THE
FORESEEABLE  FUTURE. ANY RETURN ON INVESTMENT MAY BE LIMITED TO THE VALUE OF OUR
COMMON STOCK.

         We have  never  paid  cash  dividends  on our  common  stock and do not
anticipate doing so in the foreseeable  future.  The payment of dividends on our
common stock will depend on earnings, financial condition and other business and
economic  factors  affecting  it at such  time as our  board  of  directors  may
consider relevant. If we do not pay dividends,  a return on an investment in our
common stock will only occur if our stock price appreciates.

AS WE HAVE  BECOME  PUBLIC BY MEANS OF A REVERSE  MERGER,  WE MAY NOT BE ABLE TO
ATTRACT THE ATTENTION OF MAJOR BROKERAGE FIRMS.

         There may be risks  associated  with SWMX's  becoming  public through a
"reverse merger."  Securities  analysts of major brokerage firms may not provide
coverage of us. No  assurance  can be given that  brokerage  firms will,  in the
future,  assign  analysts to cover the Company or want to conduct any  secondary
offerings on our behalf.

OUR  COMMON  STOCK  MAY BE  DEEMED A "PENNY  STOCK",  WHICH  WOULD  MAKE IT MORE
DIFFICULT FOR OUR INVESTORS TO SELL THEIR SHARES.

         Our common  stock may be subject to the  "penny  stock"  rules  adopted
under  Section  15(g) of the  Securities  Exchange Act of 1934.  The penny stock
rules apply to non-Nasdaq companies whose common stock trades at less than $5.00
per share or that have  tangible  net  worth of less  than  $5.0  million  ($2.0
million if the company has been operating for three or more years).  These rules
require, among other things, that brokers who trade penny stock to persons other
than "established  customers" complete certain  documentation,  make suitability
inquiries of investors and provide investors with certain information concerning
trading  in  the  security,  including  a risk  disclosure  document  and  quote
information under certain circumstances.  Many brokers have decided not to trade
penny  stocks  because of the  requirements  of the penny  stock rules and, as a
result,  the number of  broker-dealers  willing to act as market  makers in such
securities  is  limited.  Remaining  subject  to the penny  stock  rules for any
significant  period could have an adverse effect on the market,  if any, for our
securities.  If our securities  are subject to the penny stock rules,  investors
will find it more difficult to dispose of our securities.

                                       30


         Furthermore,  for  companies  whose  securities  are  traded in the OTC
Bulletin  Board,  it is more  difficult to obtain  accurate  quotations,  obtain
coverage for  significant  news events because major wire services  generally do
not publish press releases about such companies and obtain needed capital.

SALES OF A SUBSTANTIAL  NUMBER OF SHARES OF OUR COMMON STOCK MAY CAUSE THE PRICE
OF OUR COMMON STOCK TO DECLINE.

         If our stockholders sell substantial amounts of our common stock in the
public market, including shares issued upon the exercise of outstanding options,
the market  price of our common  stock could fall.  These sales also may make it
more difficult for us to sell equity or equity-related  securities in the future
at a time and price that we deem reasonable or appropriate.

ADDITIONAL STOCK OFFERINGS MAY DILUTE CURRENT STOCKHOLDERS.

         Given  our  expansion  plans  and  our  expectation  that  we may  need
additional  capital and  personnel,  we may need to issue  additional  shares of
capital stock or securities  convertible  or  exercisable  for shares of capital
stock,   including  preferred  stock,  options  or  warrants.  The  issuance  of
additional capital stock may dilute the ownership of our current stockholders.

OUR DIRECTORS, EXECUTIVE OFFICERS AND ENTITIES AFFILIATED WITH THEM BENEFICIALLY
OWN A  SUBSTANTIAL  NUMBER OF SHARES  OF OUR  COMMON  STOCK,  WHICH  GIVES  THEM
SIGNIFICANT  CONTROL OVER CERTAIN MAJOR DECISIONS ON WHICH OUR  STOCKHOLDERS MAY
VOTE AND MAY DISCOURAGE AN ACQUISITION OF US.

         Our executive officers,  directors and affiliated persons  beneficially
own, in the  aggregate,  approximately  52.5% of our  outstanding  common  stock
following the completion of the Private Placement and the Merger.  Additionally,
these  figures do not reflect the  increased  percentages  that the officers and
directors  own if they  exercise  any stock  options that may be granted to them
under employee incentive plans or if they otherwise acquire additional shares of
our common stock. The interests of our current officers and directors may differ
from the interests of other stockholders.  As a result,  these current officers,
directors  and  affiliated  persons  will have  significant  influence  over all
corporate actions requiring stockholder approval,  irrespective of how our other
stockholders may vote, including the following actions:

          o   elect or defeat the election of our directors;

          o   amend or prevent  amendment of our certificate of incorporation or
              bylaws;

          o   effect  or  prevent a  merger,  sale of assets or other  corporate
              transaction; and

          o   control  the  outcome  of  any  other  matter   submitted  to  the
              stockholders for vote.

         Management's  stock ownership may discourage a potential  acquirer from
making a tender offer or otherwise  attempting to obtain control of us, which in
turn could reduce our stock price or prevent our  shareholders  from realizing a
premium over our stock price.

PROVISIONS IN OUR CHARTER  DOCUMENTS AND UNDER DELAWARE LAW MAY PREVENT OR DELAY
A CHANGE OF CONTROL  OF US AND COULD  ALSO LIMIT THE MARKET  PRICE OF OUR COMMON
STOCK.

         Provisions of our certificate of incorporation  and bylaws,  as well as
provisions of Delaware corporate law, may discourage, delay or prevent a merger,
acquisition or other change in control of our company,  even if such a change in

                                       31

control would be  beneficial  to our  stockholders.  These  provisions  may also
prevent  or  frustrate  attempts  by our  stockholders  to replace or remove our
management. These provisions include:

          o   prohibiting  the  stockholders  from  fixing  the  number  of  our
              directors;

          o   authorizing  our board of directors to designate  the terms of and
              issue new series of preferred stock without additional stockholder
              approvals;

          o   limiting  the  individuals  who may call a special  meeting to our
              non-executive chairman,  chief executive officer,  president,  the
              majority  of  our  board  of  directors  or  the  majority  of our
              stockholders; and

          o   requiring   advance   notice   for   stockholder   proposals   and
              nominations.

         We are subject to the provisions of Section 203 of the Delaware General
Corporation   Law,  which  limits   business   combination   transactions   with
stockholders  of 15% or more of our  outstanding  voting stock that our board of
directors has not approved.  These provisions and other similar  provisions make
it more difficult for stockholders or potential  acquirers to acquire us without
negotiation.  These provisions may apply even if some  stockholders may consider
the transaction beneficial to them.

         These  provisions  could limit the price that  investors are willing to
pay in the future for shares of our common stock.  These  provisions  might also
discourage  a  potential  acquisition  proposal  or  tender  offer,  even if the
acquisition  proposal  or  tender  offer is at a premium  over the then  current
market price for our common stock.

FAILURE TO CAUSE A REGISTRATION STATEMENT TO BECOME EFFECTIVE IN A TIMELY MANNER
COULD MATERIALLY ADVERSELY AFFECT US.

         We have agreed,  at our expense,  to prepare a  registration  statement
covering  the shares of common  stock  offered in the private  placement  and to
cause us to use our best efforts to file that  registration  statement  with the
SEC within 15 days of the first closing of the Private Placement. There are many
reasons,  including  those over which we have no control,  which could delay the
filing  or  effectiveness  of  the  registration  statement,   including  delays
resulting from the SEC review process and comments raised by the SEC during that
process.  Failure to cause a registration statement to be filed or to respond to
comments from the SEC in a timely manner could  materially  adversely affect our
Company and result in fees in the form of cash or stock to be paid to  investors
in the private placement.

BEING A PUBLIC COMPANY WILL INCREASE OUR ADMINISTRATIVE  COSTS AND MAY ADD OTHER
BURDENS.

         As a public company,  we will incur significant  legal,  accounting and
other  expenses  that we did not incur as a private  company.  In addition,  the
Sarbanes-Oxley  Act of 2002,  rules  implemented  by the Securities and Exchange
Commission,  or SEC, and new listing  requirements of the Nasdaq National Market
have required changes in corporate governance practices of public companies.  We
expect  these new rules and  regulations  to  increase  our legal and  financial
compliance costs and to make some activities more time consuming and costly.  We
also expect these new rules and  regulations  to make it more difficult and more
expensive for us to obtain director and officer liability insurance,  and we may
be required to accept reduced  coverage or incur  substantially  higher costs to
obtain  coverage.  These  new  rules  and  regulations  could  also make it more
difficult  for us to  attract  and  retain  qualified  members  of our  board of
directors, particularly those serving on our audit committee.

                                       32


WE WILL BE EXPOSED TO RISKS  RELATING TO  EVALUATIONS  OF OUR INTERNAL  CONTROLS
OVER FINANCIAL  REPORTING  REQUIRED BY SECTION 404 OF THE  SARBANES-OXLEY ACT OF
2002.

         As a public company, absent an available exemption, we will be required
to comply with Section 404 of the  Sarbanes-Oxley  Act by no later than December
31, 2007.  However,  we cannot be certain as to the timing of  completion of our
evaluation,  testing  and  remediation  actions or the impact of the same on our
operations.  Furthermore,  upon  completion  of this  process,  we may  identify
control deficiencies of varying degrees of severity that remain unremediated. As
a public  company,  we will be required to report,  among other things,  control
deficiencies that constitute a "material  weakness." A "material  weakness" is a
significant deficiency, or combination of significant deficiencies, that results
in more than a remote  likelihood that a material  misstatement of the annual or
interim  financial  statements will not be prevented or detected.  If we fail to
implement  the  requirements  of  Section  404 in a timely  manner,  we might be
subject to sanctions or investigation by regulatory agencies such as the SEC. In
addition,  failure to comply with  Section 404 or the report by us of a material
weakness may cause investors to lose confidence in our financial  statements and
the  trading  price of our common  stock may  decline.  If we fail to remedy any
material weakness, our financial statements may be inaccurate, our access to the
capital  markets may be restricted and the trading price of our common stock may
decline.

DIRECTORS AND EXECUTIVE OFFICERS

         The following table sets forth information regarding the members of our
board of directors and our executive  officers and other significant  employees.
All of our officers and directors  were  appointed on July 26, 2006, the closing
date of the  Merger.  All of our  directors  hold  office  until the next annual
meeting of  stockholders  and their  successors  are duly  elected and  qualify.
Executive officers serve at the request of the board of directors.

 Name                       Age  Position
 ----                       ---  --------
Joshua Wexler               39   Director, Chief Executive Officer and Treasurer
Stavros Aloizos             44   Director and Chief Technology Officer
Charles Omphalius           34   Director and President
Bill Figenshu               55   Chief Operating Officer
James Caci                  41   Chief Financial Officer
Michael Caprio              31   Executive Vice President and Secretary
Gary Lee (1)(3)             57   Non-Executive Chairman and Director
Rick Boyko (1)(2)(3)        57   Director
Bruce L. Lev (2)(3)         62   Director
Jerry Shereshewsky (1)(2)   60   Director
-----------------
(1) Member of the compensation committee.
(2) Member of the audit committee.
(3) Member of the corporate governance and nominations committee.

JOSHUA WEXLER is chief executive  officer,  director and treasurer of SWMX as of
July 26, 2006 and has served in the same positions for SoftWave Media  Exchange,
Inc. since its inception in January 2006. Prior to co-founding  SWMX, Mr. Wexler
was chief executive officer of Zysys Solutions,  Inc., an information technology
and  software   development   firm  he   co-founded  in  August  2002  to  serve


                                       33


organizations  across a broad spectrum of industries.  His  responsibilities  at
Zysys included  management of client  relationships,  business  development  and
directing  execution of client  initiatives.  Zysys developed the SWMX platform,
and Mr. Wexler continued to serve as its chief executive  officer until December
2005.  In 1991,  he  co-founded  Hypnotic  Hats  Ltd.,  a boutique  apparel  and
accessories  company,  and served as its vice  president  until 1997.  From 1997
until August 2003, Mr. Wexler was a vice president of NW Direct,  Inc., a design
and development firm.

STAVROS  ALOIZOS is chief  technology  officer,  director and chief architect of
SWMX as of July 26, 2006 and has served in the same positions for SoftWave Media
Exchange,  Inc.  since its inception in January  2006.  In August 2005,  Messrs.
Aloizos and Wexler  formed  Alowex,  LLC to pursue the  development  of the SWMX
Marketplace. Prior to that, Mr. Aloizos headed the technology development of the
SWMX  Marketplace  as a consultant  for Zysys.  Mr.  Aloizos was a consultant to
Zysys and  other  companies  from  1996  through  2005  developing  web site and
operations  management  architecture  and applications for the design of digital
media and to improve  communication  and  business  process  efficiency  between
design teams and production facilities.

CHARLES  OMPHALIUS is president and director of SWMX as of July 26, 2006 and has
served  in the same  positions  for  SoftWave  Media  Exchange,  Inc.  since its
inception in January 2006. Prior to co-founding  SWMX, Mr. Omphalius  co-founded
Integrated  Marketing and Promotional  Solutions Inc.  ("IMPS"),  an advertising
media buying  agency,  in 2003, and served as its chief  operating  officer from
inception  through 2006.  From 2001 until 2003, Mr.  Omphalius  served as senior
account manager at CBS Viacom.  Prior to 2001, he served as an account executive
at ABC/Disney Radio. Mr. Omphalius holds a B.A. of Communications from the State
University of New York at New Paltz.  Mr. Omphalius served in the U.S. Army from
1991 to 1993.

BILL  FIGENSHU  is chief  operating  officer of SWMX as of July 26, 2006 and has
served in the same position for SoftWave  Media  Exchange,  Inc.  since February
2006.  Prior to joining SWMX,  Mr.  Figenshu was  president and chief  executive
officer  of  FigMedia1,  LLC,  a  consulting  firm he  founded  in 2005 to serve
companies  and  individuals  within the  broadcast  industry  and  institutional
financial analysts. From 2003 to 2005, he served as western region president for
Citadel  Broadcasting  Corporation  where he was charged with  re-organizing the
firm's Western  operations,  including the management and performance of over 70
stations.  From  2001 to 2003,  Mr.  Figenshu  was  named one of the Top 40 Most
Influential People in Radio by Radio Ink magazine.  From 1999 to 2003, he served
as senior vice president at CBS/Infinity  Broadcasting  where he was responsible
for oversight and  management of 112 major market radio  stations.  From 1997 to
1999,  Mr.  Figenshu was senior vice president at Chancellor  Media  Corporation
where he was charged with managing the transition and  integration of operations
following the organization's sale to Clear Channel Communications.  From 1986 to
1997, Mr.  Figenshu  served as president of Viacom Radio,  where he helped build
the company from its inception and helped create  significant  radio franchises,
including WLTW (Lite FM). From 1986 to 1997, Mr. Figenshu served on the board of
the National  Association  of  Broadcasters  (NAB) and from 1987 to 1997 he also
served on the board of the Radio Advertising Bureau (RAB).

JAMES CACI is chief financial officer of SWMX as of July 26, 2006 and has served
in the same position for SoftWave Media Exchange,  Inc. since May 2006. Prior to
joining SWMX, Mr. Caci served from 2002 to 2006 as chief  financial  officer and
vice  president  of  finance  for  Global  Consultants,   Inc.,  an  information
technology  consulting and services firm.  From 2000 to 2002, Mr. Caci served as
chief financial  officer and vice president of finance for Viecore,  Inc., an IT
services firm. From 1994 to 2000, Mr. Caci was chief financial  officer and vice
president of finance,  treasurer and secretary for Datatec Systems, Inc., then a
publicly traded IT services firm.  Prior to joining Datatec  Systems,  Inc., Mr.
Caci was a manager  with Arthur  Andersen,  LLP where he worked for eight years.
Mr. Caci is a registered  CPA, and has a B.S., cum laude,  from Montclair  State
University.

                                       34


MICHAEL  CAPRIO is executive  vice resident and secretary of SWMX as of July 26,
2006 and has served in the same  positions  for SoftWave  Media  Exchange,  Inc.
since its  inception in January  2006.  In addition,  he served as a director of
SoftWave  Media  Exchange,  Inc.  from January  2006 until April 2006.  Prior to
co-founding  SWMX,  Mr. Caprio was  co-founder  and executive  vice president of
IMPS.   Co-founded  by  Messrs.   Caprio   Omphalius  in  September  2003,  IMPS
commissioned the development of the SWMX Marketplace.  From 2002 until September
2003,  Mr.  Caprio  served as media  marketing  consultant  with CBS Radio's new
business development team, the Infinity Promotions Group, New York. Form 1998 to
2002, Mr. Caprio served as an account  executive at ABC/Disney  Radio.  Prior to
serving at ABC, Mr. Caprio held  positions in the marketing  department  for the
New York  Football  Giants  and  served  in  public  relations  for the New York
Knickerbockers.  Mr.  Caprio  holds a B.A.  in  political  science  from  Ramapo
College.

GARY LEE is  non-executive  chairman  and  director of SWMX as of July 26, 2006.
Prior to the Merger,  Gary Lee served in the same  positions for SoftWave  Media
Exchange,  Inc.  having  joined its board of  directors in April 2006 and having
been  elected  non-executive  chairman  in June  2006.  Mr.  Lee has been  chief
operating officer of Ogilvy & Mather North America since January 2000 and in the
office of the  chairman  since  January  2006.  Mr. Lee has also served as Chief
Financial  Officer of Y&R Worldwide and taught  accounting at the  University of
Toronto.  He sits on a number  of  committees  of the  American  Association  of
Advertising Agencies.

RICK BOYKO joined our board of directors  on July 26,  2006,  having  previously
served on the board of directors of SoftWave Media Exchange Inc. from April 2006
until the Merger. Mr. Boyko currently serves as the managing director of the VCU
Adcenter, a graduate program in advertising at Virginia Commonwealth University.
Prior to that, Mr. Boyko served as  co-president  and chief creative  officer of
Ogilvy & Mather,  New York,  from 1997 through 2003. In 1998,  Mr. Boyko assumed
the additional  responsibility  of chief creative  officer of the North American
region.  Mr.  Boyko  joined  Ogilvy & Mather  Worldwide,  Inc.  in 1989 and held
various executive creative positions.

JERRY  SHERESHEWSKY  joined  our board of  directors  on July 26,  2006,  having
previously served on the board of directors of SoftWave Media Exchange Inc. from
April  2006  until  the  Merger.  Mr.  Shereshewsky  has  served  as  ambassador
plenipotentiary  to Madison  Avenue for Yahoo!  Inc.  since 1998.  He previously
served as senior vice  president  with Yoyodyne from 1995 to 1998.  From 1990 to
1995,  Mr.  Shereshewsky  served as vice  president  for  marketing  and special
products at Bertelsmann Music Group.  Prior to joining  Bertelsmann Music Group,
he served as a senior vice  president with Young & Rubicam from 1969 to 1990. He
also  sits on the  advisory  board  of the  Adcenter  at  Virginia  Commonwealth
University.

BRUCE L. LEV joined our board of directors on July 26, 2006,  having  previously
served on the board of directors of SoftWave Media Exchange Inc. from April 2006
until the Merger.  Mr. Lev is a managing  director of Loeb  Partners  Corp.,  an
investment  firm in New York, New York.  Previously,  he served as vice chairman
and director of USCO Logistics from 2000 to 2003 and as executive vice president
of corporate  and legal  affairs of Micro  Warehouse  Inc., a computer  products
retailer that was then publicly  traded,  from 1995 to 2000. Mr. Lev sits on the
Board of Directors of AirDat,  LLC,  Flagler  Construction  Co, LLC,  Pittsfield
Plastics Inc, and Ultramercial, LLC, all of which are privately held.

         There are no family  relationships  among our  directors  and executive
officers.

MEETINGS OF OUR BOARD OF DIRECTORS

         Each of Edgemont-NV's and Edgemont-DE's board of directors did not hold
any meetings during the year ended October 31, 2005.

                                       35


BOARD COMMITTEES

         AUDIT  COMMITTEE.  The members of the audit  committee are Messrs.  Lev
(chairman),  Boyko and Shereshewsky.  The board of directors has determined that
Mr. Lev is an audit committee  financial expert, as such term is defined in Item
401(e) of Regulation S-B as promulgated  pursuant to the Securities Act. Each of
the members of the audit committee is independent  from SWMX, as independence is
defined in Rule 4200(a)(15) of the listing standards of the National Association
of Securities  Dealers.  The primary purpose of the audit committee is to assist
the board of  directors  in  fulfilling  its  responsibility  to oversee  SWMX's
financial reporting activities. The audit committee is responsible for reviewing
with both SWMX's independent certified public accountants and management, SWMX's
accounting and reporting principles,  policies and practices,  as well as SWMX's
accounting, financial and operating controls and staff.

         COMPENSATION COMMITTEE. The compensation committee,  which is comprised
of  Messrs.   Shereshewsky  (chairman),   Boyko  and  Lee,  is  responsible  for
establishing  and  reviewing  the  appropriate  compensation  of  directors  and
officers of SWMX, for reviewing employee  compensation plans and for considering
and making grants and awards under, and  administering,  SWMX's equity incentive
plans.

         CORPORATE   GOVERNANCE  AND   NOMINATIONS   COMMITTEE.   The  corporate
governance and nominations  committee is comprised of Messrs.  Boyko (chairman),
Lev and Lee.  The  corporate  governance  and  nominations  committee  develops,
recommends and oversees  implementation of corporate  governance  principles for
the  Company,  recommends  criteria  for  service  as  a  director  and  reviews
candidates to serve as directors. In addition, it considers  recommendations for
director  nominees  from a wide  variety of  sources,  including  members of the
Company's board,  business  contacts,  community leaders,  third-party  advisory
services and members of management.  The committee  also  considers  stockholder
recommendations  for director  nominees that are properly received in accordance
with applicable rules and regulations of the SEC.

DIRECTOR COMPENSATION

CASH COMPENSATION

         Each non-employee  member of the Company's Board of Directors  receives
$15,000 per year,  $1,000 for attending  each  additional  meeting over four and
$500 for each additional  telephonic  meeting  attended over four.  Non-employee
directors  that also serve on committees  of the Board of Directors,  other than
the audit committee, receive an additional $1,500 per year, with the chairperson
receiving $2,500 per year. With respect to the audit committee, its non-employee
chairperson  receives an annual payment of $6,000,  and each non-employee  audit
committee member receives $2,000 per year.

STOCK COMPENSATION

         Each non-employee member of the Company's Board of Directors received a
grant upon joining the Board of Directors of SWMX of 150,000 stock options at an
exercise  price of $0.50,  75,000 of which vests in six months and the remainder
of which  vests in one year.  In  addition,  the  non-executive  chairman of the
Company's  Board of  Directors  received  from SWMX a grant of 25,000  shares of
stock and 125,000 stock options at an exercise  price of $0.50,  of which 50,000
vested  immediately and 75,000 vests in one year. All of such options stock were
assumed by the  Company in the Merger and became  exercisable  for shares of the
Company's common stock.

                                       36


EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

         The  following  summary  compensation  table sets forth,  for the years
indicated,  all cash  compensation  paid,  distributed  or accrued for services,
including salary and bonus amounts,  rendered in all capacities by the Company's
chief  executive  officer and all other  executive  officers who received or are
entitled  to  receive  remuneration  in excess of  $100,000  during  the  stated
periods.

                                                                                            Long-term
                                                                                            Compensation
                                               Annual Compensation                          Awards
                                               -----------------------------------------    -----------------
                                                                                            Securities
                                                                         Other Annual       Underlying
                                     Fiscal    Salary          Bonus     Compensation       Options/
Name and Principal Position          Year      ($)             ($)       ($)                SARs (#)
-------------------------------------------------------------------------------------------------------------
William Iversen                      2005      $        0      --        --                 $     0
PRESIDENT AND CHIEF FINANCIAL
OFFICER, DIRECTOR


OPTION GRANTS IN LAST FISCAL YEAR

         We did not grant any stock options to the executive officers during our
first  fiscal  year which  ended  October  31,  2005.  Neither  Edgemont-NV  nor
Edgemont-DE  has granted any stock  options  since  October  31,  2005,  however
options for the purchase of 2,370,000 shares of common stock were issued by SWMX
to directors and executive officers, of which 250,000 are currently exercisable.
All of said options were assumed by the Company in connection with the merger.

         During the year ended October 31, 2005, none of our executive  officers
exercised any stock options.

EMPLOYMENT AGREEMENTS

         Through its wholly-owned  subsidiary,  SWMX, the Company has employment
agreements with Joshua Wexler, its chief executive  officer;  Charles Omphalius,
its  president;  Stavros  Aloizos,  its chief  technology  officer;  and Michael
Caprio,  its  executive  vice  president  that are  substantially  identical and
provide  for an initial  term of three  years  expiring  on January  19, 2009 at
annual base salaries of $300,000.  In addition,  the  executives are entitled to
participate  in any  annual  bonus  plan  or  equity  based  incentive  programs
maintained by SWMX. If SWMX terminates the employment of any of these executives
for cause (as defined in the  employment  agreements)  or the executive  resigns
without  good  reason  (as  defined  in  the  employment   agreements),   SWMX's
obligations  are limited  generally to paying the executive his base salary only
through the  termination  date. If SWMX  terminates the  executive's  employment
without  cause or the  executive  resigns  with good  reason,  SWMX is generally
obligated to continue to pay the executive's  compensation  for the remainder of
the term.

         The  employment  agreement  with Bill  Figenshu,  our  chief  operating
officer, provides for an initial term of two years expiring on January 31, 2008.
In addition to his annual salary of $240,000,  Mr.  Figenshu is entitled to such
vacation time, sick leave,  perquisites of office,  fringe benefits,  incentive,
retirement,  profit-sharing,  life, medical,  disability and other benefit plans


                                       37


and programs and other terms and  conditions  of  employment  as SWMX  generally
provides to its executives  having rank and seniority at SWMX  comparable to the
chief operating officer. If SWMX terminates his employment for cause (as defined
in such  employment  agreement),  SWMX's  obligations  are limited  generally to
paying Mr. Figenshu his base salary only through the  termination  date. If SWMX
terminates Mr. Figenshu's  employment without cause, SWMX is generally obligated
to continue to pay Mr. Figenshu's compensation for a period of six months.

         The employment  agreement with James Caci, our chief financial officer,
provides for an initial term of two years  expiring on May 1, 2008.  In addition
to his annual salary of $240,000,  Mr. Caci is entitled to such  vacation  time,
sick leave,  perquisites  of office,  fringe  benefits,  incentive,  retirement,
profit-sharing,  life, medical,  disability and other benefit plans and programs
and other terms and conditions of employment as SWMX  generally  provides to its
executives  having rank and seniority at SWMX  comparable to the chief financial
officer.  If SWMX  terminates  his  employment  for  cause (as  defined  in such
employment  agreement),  SWMX's  obligations are limited generally to paying Mr.
Caci his base salary only through the  termination  date. If SWMX terminates Mr.
Caci's employment without cause, SWMX is generally  obligated to continue to pay
Mr. Caci's compensation for a period of three months.

STOCK OPTION PLANS

         In July 2006, SWMX's board of directors  adopted,  and its shareholders
approved,  the 2006 Stock  Option Plan (the  "Plan").  As of July 26,  2006,  no
options have been granted  pursuant to the Plan.  The stock option plan provides
for the issuance of both incentive stock options,  within the meaning of Section
422  of the  Internal  Revenue  Code  of  1986,  as  amended  (the  "Code")  and
nonqualified  stock options.  Options granted for non-employee  directors do not
qualify as  incentive  stock  options  within the  meaning of Section 422 of the
Code. The plan is  administered  by the  compensation  committee of the Board of
Directors, and any director,  officer and employee is eligible to receive grants
of stock options.

         Stock options  awarded by SWMX will generally have an exercise price of
100% of the fair  market  value of the  common  stock  on the date of  grant,  a
ten-year  term and become  exercisable  in  accordance  with a vesting  schedule
determined by the board of directors. The Company has reserved 630,000 shares of
common  stock  for  issuance  in  connection  with this  plan.  The Plan will be
administered by the compensation committee of the board of directors.

         The Company assumed all  outstanding  options granted by SoftWave Media
Exchange,  Inc. in connection with the Merger.  As of July 26, 2006,  options to
purchase  2,370,000  shares were  outstanding,  of which  options to purchase an
aggregate of 250,000 shares were exercisable.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth certain information known to the Company
with respect to the  beneficial  ownership of the  Company's  Common Stock as of
July 26, 2006, by (1) all persons who are beneficial owners of 5% or more of its
voting securities stock, (2) each director,  (3) each executive officer, and (4)
all directors  and  executive  officers as a group.  The  information  regarding
beneficial  ownership  of the  Company's  common  stock  has been  presented  in
accordance with the rules of the Securities and Exchange Commission. Under these
rules, a person may be deemed to beneficially own any shares of capital stock as
to which such  person,  directly or  indirectly,  has or shares  voting power or
investment  power, and to beneficially  own any shares of the Company's  capital
stock as to which  such  person has the right to  acquire  voting or  investment
power  within 60 days  through the  exercise of any stock option or other right.


                                       38


The percentage of beneficial  ownership as to any person as of a particular date
is  calculated  by dividing (a) (i) the number of shares  beneficially  owned by
such person plus (ii) the number of shares as to which such person has the right
to acquire voting or investment  power within 60 days by (b) the total number of
shares  outstanding  as of such date,  plus any shares  that such person has the
right to acquire from the Company within 60 days.  Including those shares in the
tables does not, however,  constitute an admission that the named stockholder is
a  direct  or  indirect  beneficial  owner  of those  shares.  Unless  otherwise
indicated,  each person or entity  named in the table has sole voting  power and
investment  power (or shares that power with that person's  spouse) with respect
to all shares of capital stock listed as owned by that person or entity.

                                                 Common Stock Beneficially Owned
                   Name                           Shares              Percentage
5% STOCKHOLDERS
John I. Keay, Jr.                                21,706,825 (2)         10.5%
Robert A. Berman (3)                             20,180,000 (4)          9.8

EXECUTIVE OFFICERS AND DIRECTORS
Joshua Wexler                                    34,296,667 (5)         16.7
Stavros Aloizos                                  35,231,667 (6)         17.1
Charles Omphalius                                17,106,824 (7)          8.3
Bill Figenshu                                       200,000 (8)          *
James Caci                                                0              0
Michael Caprio                                   21,346,824 (9)         10.4
Gary Lee                                             75,000 (10)         *
Rick Boyko                                                0              0
Bruce L. Lev                                              0              0
Jerry Shereshewsky                                        0              0
All directors and officers as a group (10       108,256,982 (11)        52.5%
     persons)
-----------------
* Less than 1%.

(1)      Unless otherwise indicated, the address of each stockholder,  director,
         and executive  officer  listed above is SWMX,  Inc., One Bridge Street,
         Irvington, New York 10533.

(2)      Includes (a) 17,866,825 shares owned directly by John I. Keay, Jr., (b)
         1,920,000  shares  owned by Keay  Family LLC and (c)  1,920,000  shares
         owned by Suzanne Keay, Mr. Keay's wife.  Mr. Keay disclaims  beneficial
         ownership of the shares owned by Suzanne Keay.

(3)      Robert Berman's address is 735 Starlight Road, Monticello, NY 12701.

(4)      Includes (a) 18,900,000 shares owned directly by Robert A. Berman,  (b)
         500,000  shares owned by Debbie  Berman,  Mr.  Berman's  wife,  and (c)
         780,000 shares owned by Vista Development,  LLC, of which Mr. Berman is
         the sole  member.  Mr.  Berman  disclaims  beneficial  ownership of the
         shares owned by Debbie Berman.

                                       39


(5)      Includes (a) 22,080,000  shares owned  directly by Joshua  Wexler,  (b)
         7,000,000  shares owned by Wex Holdings LLC, (c) 5,000,000 shares owned
         by Christine Wexler,  Mr. Wexler's wife and (d) 216,667 shares owned by
         Alowex, LLC. Mr. Wexler is the Manager of Wex Holdings LLC and owns 50%
         of its  membership  interests.  The Alowex,  LLC shares  represent  Mr.
         Wexler's  proportional  interest in shares  owned by Alowex,  LLC.  Mr.
         Wexler disclaims  beneficial ownership of the shares owned by Christine
         Wexler.

(6)      Includes (a) 25,000,000  shares owned directly by Stavros Aloizos,  (b)
         15,000  shares  owned by Aloizos AAU Fund,  LLC, (c)  5,000,000  shares
         owned by Aloizos  Family  LLC,  (d)  5,000,000  shares  owned by Doreen
         Aloizos, Mr. Aloizos' wife and (e) 216,667 shares owned by Alowex, LLC.
         Mr.  Aloizos is the manager of the  Aloizos  Family LLC and owns 50% of
         its  membership  interests.  Mr.  Aloizos  also is the manager and sole
         member of the Aloizos AAU Fund LLC.  The Alowex,  LLC shares  represent
         Mr. Aloizos's proportional interest in shares owned by Alowex, LLC. Mr.
         Aloizos  disclaims  beneficial  ownership of the shares owned by Doreen
         Aloizos.

(7)      Includes (a) 12,330,824  shares owned directly by Charles Omphalius and
         (b) 4,776,000  shares owned by Omphalius  Family LLC. Mr.  Omphalius is
         the manager of the Omphalius Family LLC and its sole member.

(8)      Represents  options that are currently  exercisable into 200,000 shares
         of common stock.

(9)      Includes (a) 15,586,824 shares owned directly by Michael Caprio and (b)
         5,760,000  shares  owned by 84 Limited  LLC of which Mr.  Caprio is the
         sole member.

(10)     Consists of (a) 25,000  shares of common stock and (b) 50,000 shares of
         common stock issuable upon exercise of options held by Mr. Lee.

(11)     Includes  250,000  shares of common  stock  issuable  upon  exercise of
         options.

                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         On August 23, 2005,  Soft Wave Media,  LLC, the predecessor to SWMX and
the Company,  entered  into an Agreement of Sale with Alowex,  an entity that is
wholly-owned  by Joshua  Wexler and Stavros  Aloizos,  two of our  directors and
executive  officers,  pursuant to which Alowex sold to Soft Wave Media,  LLC the
software and any  intellectual  property  related to the Remnant Radio platform,
which is the predecessor to the SWMX Radio platform in exchange for a promissory
note in the  original  principal  amount of  $1,242,000.  The note  provided for
interest  at a rate of 4% per annum,  with  monthly  payments of  principal  and
interest  commencing on September 1, 2005.  However, no amounts were paid during
2005,  and the note was  restructured  on January  19,  2006,  at which time the
original  promissory note was exchanged for a new note issued by us to Alowex in
the amount of $1.4  million.  The new note  provides  for  monthly  payments  of
interest at the rate of 7% per annum  commencing  February  19, 2006 and monthly
principal and interest  payments of $33,524  commencing  February 19, 2007 until
January 19, 2011 on which date all  outstanding  principal and accrued  interest
becomes due and payable.  As a result of the Private Placement,  the note became
payable as its terms provided that if SWMX received gross proceeds from the sale
of equity securities in any single or a series of related  transactions in which
the amount raised equaled or exceeded $10.0 million,  the entire note, including
accrued interest, became due and payable.

         On January 19, 2006, in  consideration  for services  provided to us by
Alowex  and  Remnant  Media,  LLC,  an  entity  that is  controlled  by  Charles
Omphalius,  Michael Caprio and John I. Keay, Jr., two of our executive  officers
and  an  employee  who  owns  more  than  10%  of  our  common  stock,  and  the
contributions  that each had made to the growth and  development of the Company,
its software and its website,  we agreed to pay each party $1.3  million.  These


                                       40


obligations  were paid in the Private  Placement  through the conversion of such
obligations into shares of the Company's common stock.

         During the period ended  December 31, 2005,  Soft Wave Media,  LLC, the
predecessor to the Company,  received consulting services as well as web hosting
services totaling $650,000 from companies owned by stockholders of the Company.

         On January 19, 2006, we entered into an advisory  agreement  with Vista
Development, LLC for a term of one year pursuant to which we agreed to pay Vista
Development,  LLC a monthly fee of $15,000 plus expenses. Vista Development, LLC
and its owner, Robert A. Berman, are stockholders of the Company.

         On May 15, 2006, we entered into a line of credit letter agreement with
Soft Wave Funding,  LLC pursuant to which Soft Wave Funding,  LLC made available
to us a line of credit in the  amount  of  $1,500,000.  Such  loans  shall  bear
interest at a rate of 8% per annum.  The outstanding  balance of $1.2 million as
of July 26,  2006  became  payable  as a result of the  Private  Placement.  The
members of Soft Wave Funding, LLC, Robert A. Berman and Scott A. Kaniewski,  are
stockholders of the Company.

                  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         Reference is made to the  disclosure  set forth under Item 4.01 of this
Current  Report  on  Form  8-K,  which  disclosure  is  incorporated  herein  by
reference.

ITEM 3.02.     UNREGISTERED SALES OF EQUITY SECURITIES

         (a) In  connection  with the Merger,  as of July 26, 2006,  the Company
accepted  subscriptions for a total of 160 units in the Private Placement,  each
unit  consisting of 25,000 shares of our common  stock,  at a purchase  price of
$75,000  per  unit,  from  accredited  investors  pursuant  to  the  terms  of a
confidential private offering memorandum,  dated June 19, 2006, as supplemented.
We  received  gross  proceeds  from such  closing of the  Private  Placement  of
4,000,000  shares  including  through the  conversion  of  $2,600,000 of accrued
liabilities owed to Alowex and Remnant Media, LLC.

         The Private  Placement was made solely to  "accredited  investors,"  as
that term is defined in Regulation D under the Securities Act. The units and the
common stock were not  registered  under the  Securities  Act, or the securities
laws of any state,  and were offered and sold in reliance on the exemption  from
registration  afforded  by  Section  4(2) of the  Securities  Act and  Rule  506
promulgated  under the  Securities  Act and  corresponding  provisions  of state
securities laws, which exempt transactions by an issuer not involving any public
offering.

         The company intends to use approximately $5,500,000 of the net proceeds
of the Private  Placement to repay  outstanding  payable  obligations  which the
Company has  accrued,  $700,000 to pay the costs of the  Private  Placement  and
currently  intends to use an  additional  $5,800,000  primarily  for general and
corporate purposes,  including for server,  storage and network hardware,  sales
and marketing, hardware and software, new employees, office furniture, equipment
and improvements and general working capital.

         In  connection  with the  Merger,  each  share  of  SWMX's  issued  and
outstanding  immediately  prior to the closing of the Merger was converted  into
the right to receive one share of the Company's common stock. 200,025,000 shares
of common stock of the Company were issued to the former holders of common stock
of SWMX on July 26, 2006 in reliance on the exemption from registration afforded
by Section 4(2) of the Securities Act.

                                       41


DESCRIPTION OF SECURITIES

         Our authorized  capital stock consists of 250,000,000  shares of common
stock,  $0.01 par value per  share.  Immediately  following  the  Merger and the
closing of the Private Placement for $12,000,000,  there were 205,925,000 shares
of common stock issued and outstanding.

COMMON STOCK

         The holders of common  stock are  entitled  to one vote per share.  Our
certificate of incorporation does not provide for cumulative voting. The holders
of common stock are entitled to receive ratably such  dividends,  if any, as may
be declared by the board of directors out of legally  available funds.  However,
the current policy of the board of directors is to retain earnings,  if any, for
operations and growth. Upon liquidation,  dissolution or winding-up, the holders
of common  stock are  entitled  to share  ratably in all assets that are legally
available  for  distribution.  The holders of common  stock have no  preemptive,
subscription, redemption or conversion rights.

REGISTRATION RIGHTS

         Pursuant to a registration  rights agreement (the "Registration  Rights
Agreement"),  we have  agreed  to file a  registration  statement  with  the SEC
registering  the  resale  of all  shares  of common  stock  sold in the  Private
Placement (the "Resale Registration Statement") on or before the date that is 15
days after the date of the  closing of the  Private  Placement.  We will use our
best efforts to maintain the effectiveness of the Resale Registration  Statement
from the effective  date through and until all securities  registered  under the
Resale  Registration  Statement  have been sold or are otherwise able to be sold
pursuant to Rule  144(k),  at which time exempt sales by the  purchasers  of the
shares of common  stock sold in the  Private  Placement  may be  permitted.  The
Company has also agreed to use its best efforts to have the Resale  Registration
Statement  declared  effective by the SEC as soon as possible and, in any event,
within 120 days after the initial filing date.

         The Company is obligated  to pay to each  purchaser of shares of common
stock in the Private Placement a monthly fee of 1% of the purchaser's investment
(prorated for partial  periods),  payable in cash or common stock at Fair Market
Value (as defined in the Registration  Rights  Agreement),  in the discretion of
SWMX,  up to a maximum  of 6%,  for each month (i) in excess of 60 days that the
Resale Registration Statement has not been filed, (ii) in excess of 21 days that
we fail to respond to the  initial  comments  of the SEC,  and (iii) in which we
fail to use its best  efforts to cause the Resale  Registration  Statement to be
declared effective.

         We  are  required  to  pay  all  expenses  in   connection   with  this
registration,   other  than   underwriting   discounts  and   commissions.   The
registration  rights agreement  contains customary  indemnification  provisions,
pursuant to which each party is obligated  to  indemnify  the other party in the
event  of  material  misstatements  or  omissions  in a  registration  statement
attributable to that party.

         The description of registration  rights is qualified in its entirety by
reference to the form of Registration Rights Agreement filed herewith as Exhibit
10.4.

         In  addition,  pursuant  to the  Merger,  the  Company  has assumed the
obligations of SWMX pursuant to that certain Stockholder and Registration Rights
Agreement,  dated as of January 19, 2006, as amended,  included as Exhibits 10.5
and 10.6 to this  Current  Report on Form 8-K,  pursuant to which the Company is
obligated to include for  registration  the resale of the shares of common stock
of the Company issued to the former  stockholders of SWMX received in connection
with the Merger.

                                       42


LOCK-UP AGREEMENTS

         All  shares  of  common  stock  held  by the  founders  of the  Company
(together  with the  shares  held by certain  of their  respective  affiliates),
aggregating  150,063,636  shares of common  stock,  (the "Lock Up  Shares")  are
subject to lock-up  provisions  that provide  restrictions on the future sale of
common stock by the holders.  These lock-up provisions provide, in general, that
the Lock Up Shares may not, directly or indirectly,  be offered,  sold,  offered
for sale,  contracted for sale,  hedged or otherwise  transferred or disposed of
for a period of nine (9) months  after the date of the  closing  of the  Private
Placement  except that  holders  may dispose of up to one percent  (1%) of their
holdings beginning six (6) months after the date of such closing.

MARKET PRICE AND DIVIDENDS

         SWMX is, and has always  been,  a  privately-held  company and now is a
wholly-owned  subsidiary  of the  Company.  There is not,  and never has been, a
public market for the  securities of SWMX.  SWMX has never  declared or paid any
cash dividends on its capital stock. In addition, there has never been a trading
market for Edgemont-NV's common stock.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 145 of the Delaware General  Corporation Law ("DGCL") provides,
in  general,  that a  corporation  incorporated  under  the laws of the State of
Delaware, such as the Company, may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or  proceeding  (other than a  derivative  action by or in the right of the
corporation)  by  reason of the fact  that  such  person  is or was a  director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director,  officer, employee or agent of another
enterprise,  against expenses (including attorneys' fees), judgments,  fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection  with such action,  suit or  proceeding  if such person acted in good
faith and in a manner such person reasonably believed to be in or not opposed to
the best interests of the corporation,  and, with respect to any criminal action
or  proceeding,  had no reasonable  cause to believe such  person's  conduct was
unlawful.  In the  case of a  derivative  action,  a  Delaware  corporation  may
indemnify any such person against expenses (including  attorneys' fees) actually
and  reasonably  incurred  by such  person in  connection  with the  defense  or
settlement  of such action or suit if such  person  acted in good faith and in a
manner  such  person  reasonably  believed  to be in or not  opposed to the best
interests of the  corporation,  except that no  indemnification  will be made in
respect of any claim,  issue or matter as to which  such  person  will have been
adjudged to be liable to the corporation  unless and only to the extent that the
Court of  Chancery  of the State of  Delaware  or any other  court in which such
action was brought  determines such person is fairly and reasonably  entitled to
indemnity for such expenses.

         Our  certificate  of  incorporation  and bylaws  provide that SWMX will
indemnify its  directors,  officers,  employees and agents to the fullest extent
and in the manner  permitted by the provisions of the DGCL, as amended from time
to  time,   subject  to  any   permissible   expansion  or  limitation  of  such
indemnification,  as  may be  set  forth  in  any  stockholders'  or  directors'
resolution or by contract. In addition, our director and officer indemnification
agreements  with each of its  executive  officers and directors  provide,  among
other  things,  for the  indemnification  to the  fullest  extent  permitted  or
required by Delaware law, provided that such indemnitee shall not be entitled to
indemnification  in  connection  with any claim (as such term is  defined in the
agreement)  initiated by the indemnitee  against us or our directors or officers
unless we join or consent to the  initiation of such claim,  or the purchase and
sale of  securities  by the  indemnitee  in  violation  of Section  16(b) of the
Exchange Act.

                                       43


         Any  repeal  or  modification  of  these  provisions  approved  by  the
Company's stockholders shall be prospective only, and shall not adversely affect
any limitation on the liability of our directors or officers  existing as of the
time of such repeal or modification.

         We are also permitted to apply for insurance on behalf of any director,
officer,  employee or other  agent for  liability  arising  out of his  actions,
whether or not the DGCL would permit indemnification.

ANTI-TAKEOVER  EFFECT OF DELAWARE LAW, CERTAIN  PROVISIONS OF OUR CERTIFICATE OF
INCORPORATION AND BYLAWS

         Our certificate of incorporation and bylaws include provisions that are
intended to enhance the  likelihood of continuity  and stability in our board of
directors  and in its  policies.  These  provisions  might  have the  effect  of
delaying or preventing a change in control of us and may make more difficult the
removal of incumbent management even if such transactions could be beneficial to
the interests of stockholders. These provisions include:

         LIMITATION  OF  DIRECTOR  LIABILITY.  As  permitted  by the  DGCL,  our
certificate of  incorporation  includes a provision that permits the elimination
of  personal  liability  of our  directors  for  monetary  damages for breach of
fiduciary duty as a director, except for liability for:

          o   o any  breach  of the  director's  duty  of  loyalty  to us or our
              stockholders;

          o   o acts or omissions not in good faith or that involve  intentional
              misconduct or a knowing violation of law;

          o   o unlawful  payments of dividends or unlawful stock repurchases or
              redemptions, as provided under Section 174 of the DGCL; or

          o   oany  transaction  from which the  director  derived  an  improper
              personal benefit.

         Such limitation of liability may not apply to liabilities arising under
the federal  securities  laws and does not affect the  availability of equitable
remedies such as injunctive relief or rescission.  In addition and in accordance
with the DGCL,  we are  permitted to secure  insurance on behalf of any officer,
director,  employee or other agent for any  liability  arising out of his or her
actions  in such  capacity,  regardless  of  whether  indemnification  would  be
permitted  under the DGCL.  We  currently  maintain,  and intend to  continue to
maintain, liability insurance for our directors and officers.

         RIGHT  TO FIX THE  SIZE OF OUR  BOARD  OF  DIRECTORS.  Pursuant  to our
certificate  of   incorporation,   subject  to  specific   rights  of  preferred
stockholders,  our board of directors has exclusive  authority to fix the number
of directors constituting our board.

         ACTION BY STOCKHOLDERS.  A stockholder or group of stockholders will be
unable to require the call of a special meeting of stockholders  unless they own
at least a majority of our outstanding voting stock.

         DELAWARE ANTI-TAKEOVER LAW. We are subject to the provisions of Section
203 of the DGCL,  which  applies to  "business  combinations"  such as a merger,
asset or stock sale or other  transaction that result in financial benefit to an
"interested stockholder".  An "interested stockholder" is a person who, together
with affiliates and associates,  owns, or within three years prior, did own, 15%
or more of a  corporation's  outstanding  voting  stock.  Section 203  generally
prohibits a publicly  held  Delaware  corporation  from  engaging in a "business
combination"  with an  "interested  stockholder"  for a period  of  three  years
following  the time  that the  stockholder  became  an  interested  stockholder,
unless:

                                       44


          o   prior to entering  into the  business  combination,,  the board of
              directors  of  the   corporation   approved  either  the  business
              combination or the  transaction  that resulted in the  stockholder
              becoming an interested stockholder;

          o   upon   consummation  of  the  transaction  that  resulted  in  the
              stockholder  becoming an interested  stockholder,  the  interested
              stockholder  owned  at  least  85%  of  the  voting  stock  of the
              corporation  outstanding  at the time the  transaction  commenced,
              excluding  for  purposes  of  determining  the  number  of  shares
              outstanding,  those shares owned by persons who are  directors and
              also  officers,   and  employee  stock  plans  in  which  employee
              participants  do not have the  right to  determine  confidentially
              whether  shares  held  subject to the plan will be  tendered  in a
              tender or exchange offer; or

          o   on or  subsequent  to  that  time,  the  business  combination  is
              approved by the board of directors and  authorized at an annual or
              special meeting of stockholders,  and not by written  consent,  by
              the  affirmative  vote of at least  two-thirds of the  outstanding
              voting stock that is not owned by the interested stockholder.

         This provision may have the effect of delaying, deterring or preventing
a change in control over us without further actions by our stockholders.

TRADING INFORMATION

         Our  common  stock  is  currently  approved  for  quotation  on the OTC
Bulletin Board  maintained by the National  Association  of Securities  Dealers,
Inc. under the symbol EGMR.OB,  but is not trading.  We intend to notify the OTC
Bulletin  Board as soon as  practicable of our name change and to obtain the new
symbol  SWMX.OB.  We may,  assuming we satisfy  all  necessary  initial  listing
requirements,  apply to have our common  stock  listed for trading on the Nasdaq
Capital  Market,  although  we cannot be certain  that our  application  will be
approved.

TRANSFER AGENT

         The transfer agent for our common stock is Pacific Stock Transfer Corp,
500 E. Warm Springs Rd., Suite 240, Las Vegas, Nevada 89119.

ITEM 4.01.     CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

         Effective  as of July 26, 2006,  we  dismissed  Morgan & Company as our
independent  accountants.  Morgan & Company had  previously  been engaged as the
principal  accountant  to audit our  financial  statements.  The  reason for the
dismissal of Morgan & Company is that,  following the consummation of the Merger
on July 26, 2006,  (i) the former  stockholders  of SWMX owned a majority of the
outstanding shares of our common stock and (ii) our primary business unit became
the business  previously  conducted by SWMX. The independent  registered  public
accountant  of SWMX was the firm of Amper  Politziner & Mattia,  P.C. We believe
that it is in our best interest to have Amper Politziner & Mattia, P.C. continue
to work with our business,  and we therefore retained Amper Politziner & Mattia,
P.C. as our new independent  registered public accounting firm,  effective as of
July 26, 2006.

         The  decision  to  change  accountants  was  approved  by our  board of
directors on July 26, 2006. From inception  through July 26, 2006, there were no
disagreements  with Morgan & Company on any matter of  accounting  principles or
practices, financial statement disclosure, or auditing scope or procedure which,
if not resolved to the satisfaction of Morgan & Company, would have caused it to
make reference to the matter in connection with its reports.

                                       45


         SWMX has made the contents of this Current Report on Form 8-K available
to  Morgan &  Company  and  requested  it to  furnish  a letter to the SEC as to
whether  Morgan & Company  agrees or  disagrees  with,  or wishes to clarify our
expression  of their  views.  A copy of Morgan & Company's  letter to the SEC is
included as Exhibit 16.1 to this Current Report on Form 8-K.

         As of July 26, 2006, Amper Politziner & Mattia, P.C. was engaged as our
new  independent  registered  public  accountants.   The  appointment  of  Amper
Politziner & Mattia, P.C. was approved by our board of directors. From April 15,
2005  (inception)  through July 26, 2006, we did not consult Amper  Politziner &
Mattia, P.C. regarding either: (i) the application of accounting principles to a
specific  completed or  contemplated  transaction,  or the type of audit opinion
that might be rendered on the Company's financial statements; or (ii) any matter
that was the  subject of a  disagreement  as defined  in Item  304(a)(1)(iv)  of
Regulation S-B.

ITEM 5.01.     CHANGES IN CONTROL OF REGISTRANT.

         Reference is made to the  disclosure  set forth under Item 2.01 of this
Current  Report  on  Form  8-K,  which  disclosure  is  incorporated  herein  by
reference.

ITEM 5.02.     DEPARTURE  OF  DIRECTORS  OR  PRINCIPAL  OFFICERS;   ELECTION  OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.

         Edgemont-DE's  sole officer and director  resigned as of July 26, 2006,
immediately  prior to the  closing of the  Merger.  Pursuant to the terms of the
Merger Agreement, the new directors and officers of the Company are as set forth
therein.  Reference is made to the  disclosure set forth under Item 2.01 of this
Current  Report  on  Form  8-K,  which  disclosure  is  incorporated  herein  by
reference.

ITEM 5.03.     AMENDMENTS  TO ARTICLES  OF  INCORPORATION  OR BYLAWS;  CHANGE IN
FISCAL YEAR

         On July 25,  2006,  Edgemont-NV  amended  Section  13 of its  bylaws to
provide  that action may be taken by the  stockholders  without a meeting of the
stockholders by the written consent of a majority of  stockholders.  On July 25,
2006,  pursuant  to  the  merger  between   Edgemont-NV  and  Edgemont-DE,   the
certificate  of  incorporation,  as  amended,  and  bylaws of the  Company  were
adopted,  copies of which are  attached  hereto as Exhibits  3.1 to 3.3 and 3.4,
respectively.  Pursuant to such new bylaws,  The Company changed its fiscal year
from a fiscal year ending  October 31 to a fiscal  year ending  December  31. On
July 25, 2006,  the amendment to the Articles of  Incorporation  were filed with
the Secretary of State of the State of Nevada.

         On July 26, 2006,  our board of directors  approved an amendment to our
certificate  of  incorporation,  recommending a change of its name from Edgemont
Resources Corp. to "SWMX, Inc." On July 26, 2006, stockholders  representing the
requisite  number of votes  necessary to approve an amendment to the certificate
of incorporation  took action via written consent,  approving the corporate name
change.  On July  26,  2006,  we  filed  the  amendment  to the  certificate  of
incorporation with the Secretary of State of the State of Delaware.

ITEM 5.06.     CHANGE IN SHELL COMPANY STATUS

         As a result of the  consummation of the Merger  described in Items 1.01
and 2.01 of this Current  Report on Form 8-K, we believe that we are no longer a
shell  corporation as that term is defined in Rule 405 of the Securities Act and
Rule 12b-2 of the Exchange Act.

                                       46


ITEM 9.01.     FINANCIAL STATEMENTS AND EXHIBITS

         (a)   FINANCIAL STATEMENTS OF BUSINESSES  ACQUIRED.  In accordance with
Item 9.01(a), the audited financial statements of SWMX's predecessor,  Soft Wave
Media, LLC, for the period from inception (August 23, 2005) to December 31, 2005
and SWMX's  unaudited  financial  statements for the three-month  interim period
ended  March 31,  2006 are filed in this  Current  Report on Form 8-K as Exhibit
99.1.

         (b)   PRO FORMA FINANCIAL INFORMATION. In accordance with Item 9.01(b),
our pro forma financial  statements are filed in this Current Report on Form 8-K
as Exhibit 99.2.

         (d)   Exhibits.

         The exhibits listed in the following Exhibit Index are filed as part of
this Current Report on Form 8-K.

     Exhibit No.                          Description
     -----------                          -----------
        2.1           Agreement of Merger and Plan of  Reorganization,  dated as
                      of July  26,  2006,  by and  among  the  Registrant,  SWMX
                      Acquisition, Inc. and SoftWave Media Exchange, Inc.

        3.1           Certificate of  Incorporation of the Registrant dated July
                      18, 2006

        3.2           Certificate of Amendment to  Certificate of  Incorporation
                      of the Registrant dated July 24, 2006

        3.3           Certificate of Amendment to  Certificate of  Incorporation
                      of the Registrant dated July 26, 2006

        3.4           Bylaws of the Registrant

       10.1           2006 Stock Option Plan

       10.2           Form of Option Grant Letter

       10.3           Lock-Up Agreement

       10.4           Form of Registration  Rights Agreement dated July 26, 2006
                      by and among the  Registrant  and the  stockholders  party
                      thereto

       10.5           Stockholder and Registration Rights Agreement, dated as of
                      January 19, 2006,  by and among Soft Wave Media,  Inc. and
                      the stockholders as of such date

       10.6           Amendment No. 1 to  Stockholder  and  Registration  Rights
                      Agreement dated as of April 12, 2006 by and among SoftWave
                      Media Exchange,  Inc. and each of its  stockholders  party
                      thereto

       10.7           Employment Agreement, dated as of January 19, 2006, by and
                      between Soft Wave Media, Inc. and Joshua Wexler

                                       47


       10.8           Employment Agreement, dated as of January 19, 2006, by and
                      between Soft Wave Media, Inc. and Stavros Aloizos

       10.9           Employment Agreement, dated as of January 19, 2006, by and
                      between Soft Wave Media, Inc. and Charles Omphalius

       10.10          Employment Agreement, dated as of January 19, 2006, by and
                      between Soft Wave Media, Inc. and Michael Caprio

       10.11          Employment Agreement, dated as of January 30, 2006, by and
                      between Soft Wave Media, Inc. and Bill Figenshu

       10.12          Employment  Agreement,  dated  as of May 1,  2006,  by and
                      between SoftWave Media Exchange, Inc. and James Caci

       10.13          Advisory  Agreement,  dated as of January 19, 2006, by and
                      between Vista Development, LLC and Soft Wave Media, Inc.

       10.14          Stock Redemption Agreement

       14.1           Code of Ethics

       16.1           Letter from Morgan & Company, dated as of July 26, 2006

       99.1           Soft Wave Media,  LLC financial  statements for the period
                      form  inception  (August 23,  2005) to  December  31, 2005
                      (audited)  and SoftWave  Media  Exchange,  Inc.  financial
                      statements  for the three  months  ended  March  31,  2006
                      (unaudited)

       99.2           Unaudited pro forma consolidated balance sheet as of March
                      31, 2006 and unaudited pro forma consolidated statement of
                      operations  for the period ended December 31, 2005 and for
                      the three months ended March 31, 2006


                                       48




                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Date:  July 27, 2006                          SWMX, INC.


                                              By:  /s/ Joshua Wexler
                                                  ------------------------------
                                                 Joshua Wexler
                                                 Chief Executive Officer






                                 EXHIBIT INDEX


     Exhibit No.                          Description
     -----------                          -----------
        2.1           Agreement of Merger and Plan of  Reorganization,  dated as
                      of July  26,  2006,  by and  among  the  Registrant,  SWMX
                      Acquisition, Inc. and SoftWave Media Exchange, Inc.

        3.1           Certificate of  Incorporation of the Registrant dated July
                      18, 2006

        3.2           Certificate of Amendment to  Certificate of  Incorporation
                      of the Registrant dated July 24, 2006

        3.3           Certificate of Amendment to  Certificate of  Incorporation
                      of the Registrant dated July 26, 2006

        3.4           Bylaws of the Registrant

       10.1           2006 Stock Option Plan

       10.2           Form of Option Grant Letter

       10.3           Lock-Up Agreement

       10.4           Form of Registration  Rights Agreement dated July 26, 2006
                      by and among the  Registrant  and the  stockholders  party
                      thereto

       10.5           Stockholder and Registration Rights Agreement, dated as of
                      January 19, 2006,  by and among Soft Wave Media,  Inc. and
                      the stockholders as of such date

       10.6           Amendment No. 1 to  Stockholder  and  Registration  Rights
                      Agreement dated as of April 12, 2006 by and among SoftWave
                      Media Exchange,  Inc. and each of its  stockholders  party
                      thereto

       10.7           Employment Agreement, dated as of January 19, 2006, by and
                      between Soft Wave Media, Inc. and Joshua Wexler

       10.8           Employment Agreement, dated as of January 19, 2006, by and
                      between Soft Wave Media, Inc. and Stavros Aloizos

       10.9           Employment Agreement, dated as of January 19, 2006, by and
                      between Soft Wave Media, Inc. and Charles Omphalius

       10.10          Employment Agreement, dated as of January 19, 2006, by and
                      between Soft Wave Media, Inc. and Michael Caprio

       10.11          Employment Agreement, dated as of January 30, 2006, by and
                      between Soft Wave Media, Inc. and Bill Figenshu

       10.12          Employment  Agreement,  dated  as of May 1,  2006,  by and
                      between SoftWave Media Exchange, Inc. and James Caci




       10.13          Advisory  Agreement,  dated as of January 19, 2006, by and
                      between Vista Development, LLC and Soft Wave Media, Inc.

       10.14          Stock Redemption Agreement

       14.1           Code of Ethics

       16.1           Letter from Morgan & Company, dated as of July 26, 2006

       99.1           Soft Wave Media,  LLC financial  statements for the period
                      form  inception  (August 23,  2005) to  December  31, 2005
                      (audited)  and SoftWave  Media  Exchange,  Inc.  financial
                      statements  for the three  months  ended  March  31,  2006
                      (unaudited)

       99.2           Unaudited pro forma consolidated balance sheet as of March
                      31, 2006 and unaudited pro forma consolidated statement of
                      operations  for the period ended December 31, 2005 and for
                      the three months ended March 31, 2006