Item 1.01 Entry into a Material Definitive Agreement

On August 14, 2008, we signed a loan agreement with Humboldt Capital Corporation whereby Humboldt Capital Corporation agreed to loan to our company $250,000 in consideration for the issuance of 500,000 shares of our common stock to Humboldt Capital Corporation.

The loan is due and payable on September 30, 2008 together with interest from the date of the advance to September 30, 2008 at a rate of 10% per annum.

Item 3.02. Unregistered Sales of Equity Securities

On August 19, 2008, we issued 500,000 shares of our company to one investor in consideration for a loan of $250,000. The lender is not a U.S. person and we relied on the exemption from the registration requirements of the Securities Act of 1933 provided by Regulation S promulgated thereunder.

CW2057139.1

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Item 9.01 Financial Statements and Exhibits
(d) Exhibits

10.1 Loan Agreement dated August 5, 2008 with Humboldt Capital Corporation (signed by our Company on August 14, 2008).

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