Item 3.02 Unregistered Sales of Equity Securities.

Between May 13, 2009 and June 10, 2009, the registrant issued an aggregate of 3,902,223 shares of its common stock, $.001 par value. 1,259,615 shares were issued to three private investors for cash proceeds of $16,375. 225,000 shares were issued upon conversion of an outstanding promissory note in the principal amount of $2,925. 2,417,608 shares were issued to two officers and directors upon conversion of accrued fees and expenses in the amount of $31,429.00. There were no underwriting discounts or commissions.

The registrant claimed exemption from the registration provisions of the Securities Act of 1933 (the "Securities Act") pursuant to Section 4(2) thereof inasmuch as no public offering was involved. The shares were not offered or sold by means of: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium, or broadcast over television or radio, (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or (iii) any other form of general solicitation or advertising and the purchases were made for investment and not with a view to distribution. Each of the purchasers was, at the time of the purchaser's respective purchase, an accredited investor, as that term is defined in Regulation D under the Securities Act, and had access to sufficient information concerning the registrant and the offering.