Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(a)

On June 25, 2009, the Company received notice (the "Notice") from the staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company had failed to comply with the shareholder approval requirement under the Nasdaq Listing Rule 5635(c) in connection with the Company's conversion of 50,000 shares of its Series A non-cumulative perpetual preferred stock (the "Series A Preferred Stock"), at a conversion price of $0.26 based upon the ten-day average closing price of the Company's common stock, par value $.025 per share (the "Common Stock") ending March 18, 2009. The closing bid price was $0.49 on April 7, 2009, the date that the Company filed its Amended and Restated Certificate of Designations with the State of Delaware providing for the Series A Preferred Stock conversion feature (the "Charter Amendment"). The Staff provided in the Notice that because the $0.26 conversion price was at a discount to the market price of the Common Stock on the date of the Charter Amendment, directors participated in the transaction, and the Company did not receive shareholder approval for the conversion, the transaction did not comply with the shareholder approval requirement under Nasdaq Listing Rule 5635(c).

The Company has subsequently amended the conversion terms relating to 50,000 shares of its Series A Preferred Stock to reflect the market price of the Common Stock on April 7, 2009, so that shareholder approval is not required under Listing Rule 5635(c). As a result, the Staff stated in the Notice that it has determined that the Company has regained compliance with the listing rules.

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