Item 3.02. Unregistered Sales of Equity Securities

On June 17, 2009, the Registrant delivered 1,488,478 unregistered shares to its lender, WB QT, LLC ("Lender").

As previously disclosed by the Registrant in a Current Report on Form 8-K filed with the Securities and Exchange Commission on June 11, 2009 ("Original Disclosure"), the shares were issued payment of $1,119,507 of term debt due under the Registrant's Credit Agreement. At the time of the Original Disclosure, the number of shares to be issued was not determinable.

The common shares issued by Registrant were issued to an accredited investor in a transaction exempt from Registration pursuant to Section 4(2) of the Securities Act of 1933. The transaction did not involve a public offering, was made without general solicitation or advertising, and there were no underwriting commissions or discounts.

---