Item 3.02 Unregistered Sales of Equity Securities

On June 1, 2009 the Company sold an 8% Convertible Debenture (the "Debenture") to JED Management Corp. ("JED") for $74,192. The Debenture matures on June 1, 2011.

The Company may prepay, at its sole discretion, any portion of the principal for 150% of the amount being prepaid plus any portion of the accrued interest. JED, at its sole discretion, may convert the principal plus accrued interest into shares of Common Stock at a price of (35%) of the lowest closing bid price, determined on the then current trading market for the Company's Common Stock, for 10 trading days prior to conversion.

For a period of six months from June 1, 2009, respectively, JED shall be entitled to "piggyback" registration rights on registration statements being filed by the Company except if the registration statements are being filed for the purposes of "Pipe" transactions.

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In the case of an Event of Default, as defined, the payment of principal and accrued interest shall be immediately due and payable if JED so elects.

The transaction closed on June 8, 2009.

In addition, in a private transaction. JED purchased and assumed $90,530.83 of our debt.

As to the Debenture, we claim an exemption from the registration requirements of the Securities Act of 1933, as amended (the "Act") for the private placement of these securities pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the Investor is an "accredited investor" and/or qualified institutional buyer, the Investor has access to information about the Company and its investment, the Investor will take the securities for investment and not resale, and the Company is taking appropriate measures to restrict the transfer of the securities.