Hey, Student2005 .... how about some more information here just to satisfy my curiosity (since I've been an electronics teacher for 23+ years now) .... is this just something that you want to do just for kicks (which is OK) or do you have a demented teacher who's dumping some weirdo crap on you for a project before he/she even teaches you about synchronous counters, altering modulos, stopping on-count, presetting, resetting, etc. In other words, is there an ultimate point to this weird "count" sequence? It's far more practical for a project to design a counter for a 12-hour clock from standard TTL or CMOS logic -- not as easy as one first assumes.