Item 3.02 Unregistered Sales of Equity Securities.

Between October 14, 2009 and October 27, 2009, the registrant issued an aggregate of 5,735,294 shares of its common stock, $.001 par value to advisors and consultants in exchange for services valued at $70,000. There were no underwriting discounts or commissions.

The registrant claimed exemption from the registration provisions of the Securities Act of 1933 (the "Securities Act") pursuant to Section 4(2) thereof inasmuch as no public offering was involved. The shares were not offered or sold by means of: (i) any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium, or broadcast over television or radio, (ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising, or (iii) any other form of general solicitation or advertising and the purchases were made for investment and not with a view to distribution.