ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

On June 25, 2009, the Board of Directors of the Company approved the issuance of 10,000,000 shares of Common Stock to Mr. Jacques Tizabi, the Company's Chief Executive Officer and a director. The issuance is made in conversion and in full satisfaction of accrued but unpaid salary owed to Mr. Tizabi in the amount of $40,000. Accordingly, the price per share at which the accrued salary was converted was $0.004 per share. Mr. Tizabi's total beneficial ownership including vested options to purchase 549,750 shares of Common Stock now totals 127,926,425 shares or approximately 31% of the issued and outstanding shares of Common Stock of the Company. The Company has relied upon the exemption from registration under Section 4(2) of the Securities Act of 1933, as amended. All of the disinterested directors of the Company approved the salary conversion and share issuance at a duly called meeting of the Board of Directors.

ITEM 8.01 OTHER EVENTS

The disclosure and information set forth under Item 3.02 of this Report is hereby incorporated into this Item 8.01 by reference, as if fully set forth herein.

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