Item 3.02 Unregistered Sales of Equity Securities

The Company has issued an aggregate of 840,000 Rule 144 restricted shares of common stock of the Company to a total of 14 persons and/or entities. The shares were issued as compensation pursuant to certain consulting agreements and to employees and directors in exchange for services rendered for the Company. The valuation of the consideration received by the Company was $0.001 per share, the par value of the stock. The issuance of the shares was exempt from the registration requirements of Section 5 of the Securities Act of 1933 (the "Act") pursuant to Section 4(2) of the Act since the shares were issued by the Company and did not involve any public offering. These share recipients are closely related to and well known by the Company. All shares issued are restricted shares pursuant to Rule 144 promulgated under the Act.