Item 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

On October 20, 2009, we reached agreements with our Chief Executive Officer and members of our Board of Directors to satisfy obligations owed to them, in the aggregate amount of $1,002,450 for salary, director fees, consulting fees, and satisfaction of a portion of an outstanding loan and the interest accrued thereon, by issuing to them 1,763,607 shares of our common stock and warrants to acquire 9,838,793 shares of our common stock. Under this arrangement, the valuation of the common stock and the exercise price of the warrants was $.15 a share, which is a 250 percent premium to the current market price of our shares. Fifty percent of the warrants can be exercised at anytime during the ten year term and the other 50 percent will only be exercisable at such time as the Company has achieved positive EBITDA for two successive quarters. If this profitably standard is not realized during the term of the warrants, 50 percent of the warrants will be forfeited.

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