Item 3.02 Unregistered Sales of Equity Securities.

On February 13, 2012, Fairmount Five, LLC ("Fairmount Five") purchased an additional 40 shares of 5% Convertible Preferred Shares, Series C at a purchase price of $1,000 per share pursuant to the Convertible Preferred Securities Agreement entered into on March 9, 2011.

The Convertible Preferred Shares, Series C have a liquidation preference of $1,000 per share and a conversion price of $.06 per share. The Convertible Preferred Shares will pay cumulative cash dividends at a rate of 5% per annum, subject to declaration by the Board.

We offered and sold the Convertible Preferred Shares to the Purchaser in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act.

Additional information pertaining to the Convertible Preferred Securities Agreement dated March 9, 2011 is contained in our Current Reports filed with the Commission on March 14, 2011, April 14, 2011, July 11, 2011, September 14, 2011, November 11, 2011 and December 16, 2011 are incorporated by reference.