ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES

On June 17, 2011, we issued 2,000,000 shares of our common stock to an individual in Tennessee pursuant to an Agreement for Conversion of Indebtedness to Common Stock, dated May 30, 2011, entered into with the individual in Tennessee at a price of $0.01 per share resulting in the elimination of $20,000 of indebtedness on our books. We believe that the issuance is exempt from registration pursuant to Section 3(a)(9) and/or Section 4(2) of the Securities Act of 1933, as amended.

In addition, on June 17, 2011, we issued 6,500,000 shares of our common stock to an entity in New York pursuant to an Agreement for Conversion of Indebtedness to Common Stock, dated June 3, 2011, entered into with the entity in New York at a price of $0.01 per share resulting in the elimination of $65,000 of indebtedness on our books. We believe that the issuance is exempt from registration pursuant to Section 3(a)(9) and/or Section 4(2) of the Securities Act of 1933, as amended.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

Exhibit No. Description of Exhibit

99.1(1) Form of Agreement for Conversion of Indebtedness to Common Stock

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Notes:
(1) Previously filed as Exhibit 99.2 to the Form 8-K filed with the SEC on December 21, 2010, and incorporated herein by reference.

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