Item 3.02. Unregistered Sales of Equity Securities.

On or about October 27, 2009, the Company entered into subscription agreements whereby the Company agreed to issue 626,667 shares of its common stock at a price per share of $1.50 for an aggregate purchase price of $940,000 ("Subscription Agreement"). The proceeds from this Subscription Agreement and other sources of capital will be used for general working capital, among other things.

All of the securities issued in the foregoing transactions were issued by the Company in reliance upon the exemption from registration available under Section 4(2) of the Securities Act, including Regulation D promulgated thereunder, in that the transactions involved the issuance and sale of the Company's securities to financially sophisticated individuals or entities that were aware of the Company's activities and business and financial condition and took the securities for investment purposes and understood the ramifications of their actions. The Company did not engage in any form of general solicitation or general advertising in connection with any of such transactions. All of the purchasers also represented that they were "accredited investors" as defined in Regulation D and that they were acquiring such securities for their own account and not for distribution. All certificates representing the securities issued have a legend imprinted on them stating that the shares have not been registered under the Securities Act and cannot be transferred until properly registered under the Securities Act or an exemption applies.

(d) Exhibits

10.1 Form of Subscription Agreement

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