Item 3.02 Unregistered Sales of Equity Securities.
Effective December 23, 2008, we closed a private placement consisting of
1,639,346 units at a purchase price of $0.05 per unit, for gross proceeds of
$81,967. Each unit consists of one common share and two share purchase warrants.
Each whole warrant is exercisable into one share of common stock for a period of
two years at an exercise price of $0.11 per warrant share.
We issued all of the securities to one (1) non-U.S. person (as that term is
defined in Regulation S promulgated under the Securities Act of 1933) relying on
the exemption from registration provided by Regulation S and/or Section 4(2) of
the Securities Act of 1933.
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