On June 22, 2009, the registrant completed the issuance of an aggregate principal amount of $369,950 of subordinated notes (the "Notes") convertible into shares of the registrant's common stock, without par value per share ("Common Stock"), to 6 institutional investors (the "Investors"). The Notes mature on December 31, 2009, and have an interest rate of 8% per annum. The registrant will pay any interest and principal on the maturity date. Prior to maturity, a holder of a Note may convert such Note into shares of the registrant's Common Stock at a conversion price of $0.50 per share. The purchase price for the Notes was paid by the partial surrender of certain outstanding promissory notes and deemed payment of interest in connection therewith. According to the registrant's transfer agent, on June 22, 2009, the registrant had issued and outstanding 7,416,896 shares of common stock. The amount of common stock underlying the Notes represents less than 9.99% of the registrant's issued and outstanding common stock on June 22, 2009.

The registrant has filed copies of the material agreements related to this private placement as exhibits to this Current Report on Form 8-K.

See response to Item 1.01.

The registrant issued the securities in this transaction in a private placement exempt from federal securities registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.

(a) Financial statements of businesses acquired.

Not Applicable.

(b) Pro forma financial information.

Not Applicable.

(c) Shell company transactions.

Not Applicable.

(d) Exhibits.

 4.1   Form of Convertible Promissory Note

10.1   Subscription Agreement, dated as of June 22, 2009, by and among the
       registrant and the subscribers referenced therein.

10.2   Form of Escrow Agreement, by and among the registrant, the subscribers
       referenced therein, and Grushko & Mittman, P.C., as escrow agent.