Item 3.02 - Unregistered Sale of Equity Securities.

On August 20, 2009, we completed an exchange offer with the holders of our revolving credit notes, through which we issued 1,989,515 common shares and warrants to purchase 100,482 common shares in exchange for notes in the aggregate principal amount of $3,349,259. We also paid interest in the aggregate amount of $294,351 on the notes tendered in the exchange offer. The revolving credit notes were held by lenders under our Revolving Line of Credit Agreement.

The warrants issued in the exchange offer are exercisable at a price of $2.00 per share, subject to adjustment under the terms of a Warrant Agreement governing the warrants, and will expire at 5:00 p.m. EST on October 31, 2010.

Revolving credit notes in the amount of $150,000 remain outstanding and will be payable with accrued interest upon maturity on December 1, 2009 unless converted into equity by the note holder per the terms of the Revolving Line of Credit Agreement. We have no other outstanding indebtedness other than accounts payable and similar contractual obligations arising in the ordinary course of business.

The common shares and warrants were offered and sold in the exchange offer in reliance upon an exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended.

Item 9.01 - Financial Statements and Exhibits.

Exhibit Number Description

99.1 Press Release Dated August 24, 2009

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