ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

The information set forth under Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.

Contemporaneous with the transaction described above under Item 1.01, on November 24, 2008, the Company issued 464,365,080 shares of its Common Stock to Vicis upon its exercise of all outstanding Warrants held by Vicis. Vicis exercised the Warrants through a combination of 'cashless exercises" as well as for "cash exercises". The Company received cash proceeds of $242,142.86 from the 'for cash exercise' of part of the Warrants. Following the issuance of the shares of the Company's common stock upon exercise of the Warrants, the Company has outstanding 718,980,784 shares of its Common Stock. The issuance of the Common Stock was exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(2) of the Act for transactions not involving a public offering and Rule 506 promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended.

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ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

Pursuant to the transaction described in Item 3.02 herein, Vicis has acquired control of the Company. Prior to the transaction, the Company had 2,000,000,000 shares of Common Stock authorized, of which 254,615,704 shares were issued and outstanding. After the transaction described in Item 3.02, Vicis owns an aggregate of 464,365,080 shares of the Company's Common Stock, or approximately 65% of the 718,980,784 shares of Common Stock issued and outstanding. In addition, if the entire outstanding principal amount of the Notes referred to above were immediately converted by Vicis into Common Stock of the Company, it could result, following the transaction described in Item 1.01, in the issuance of an additional 833,333,333 shares of the Company's Common Stock to Vicis. If these shares are issued to Vicis, Vicis will hold a total of 1,297,698,413 shares of the Company's Common Stock or approximately 84% of the 1,552,314,117 shares of Common Stock issued and outstanding. The Notes contain conversion caps that prevent Vicis from converting an amount of such Notes to the extent that Vicis would beneficially own (i) greater than 4.99% of the outstanding Common Stock, and (ii) greater than 9.99% of the outstanding Common Stock. The Notes, however, allow Vicis to waive each of these conversion caps upon 61 days' prior notice and thereby obtain the ability to convert each such Note without the limitation imposed by the applicable conversion cap.

The funds used by Vicis for purposes of effecting the transactions described herein were capital contributions made available to Vicis from its investors for investment purposes pursuant to the terms of its organizational documents.

Mr. Shad Stastney, one of the principals of Vicis Capital LLC, the investment advisor to Vicis, is a member of the Company's board of directors.

ITEM 9.01