ITEM 1.01 Entry into a Material Definitive Agreement

On September 19, 2008, the Registrant (the "Company") entered into a subscription agreement (the "Subscription Agreement") with Almyn Limited, an entity registered under the laws of the British Virgin Islands (the "Investor") pursuant to which the Investor agreed to purchase 20,000,000 shares of the Company's common stock, par value $0.03 (the "Shares") at a purchase price of $0.035 per share, for a total purchase price of $700,000, in a private placement transaction pursuant to Regulation S of the Securities Act of 1933, as amended (the "Securities Act"). Under the terms of the Subscription Agreement, the Company issued a two-year warrant to the Investor to purchase 1,000,000 shares of the Company's common stock at an exercise price of $0.06 per share (the "Warrant"). The Subscription Agreement contains customary representations and warranties by the Investor regarding its status as a non-U.S. person, its investment intent and restrictions on transfer. The Investor was granted certain piggy-back registration rights which require the Company to use its best efforts to register all or a portion of the Shares and the shares of common stock underlying the Warrant on the next registration statement it files with the Securities and Exchange Commission under the Securities Act. The Company intends to use the proceeds of the private placement for general working capital purposes.

On September 19, 2008, the Company received the $700,000 cash purchase price for the Shares from the Investor and issued the Shares and the Warrant to the Investor.

ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits. Exhibit No. Description 10.190 Form of Subscription Agreement between the Company and Almyn Limited, effective September 19, 2008. 10.191 Form of Warrant issued to Almyn Limited.

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