ITEM 3.02 Unregistered Sales of Equity Securities.
On March 3, 2009, the Company issued a convertible note (the "Note") to
Frederick W. Field, a director of the Company. The Note is in the principal
amount of $200,000 with the principal amount and accrued interest at the rate of
5% per annum automatically convertible into shares of the Company's Common Stock
at a price of $0.03 per share at such time as the Company has sufficient
authorized shares.
The issuance of the Note was exempt from registration under the Securities Act
of 1933, pursuant of Section 4(2) of that Act as a transaction not involving a
public offering. The Note contains a restricted legend.
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