Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.

On April 17, 2012, our board of directors adopted a Code of Ethics and Corporate Governance Guidelines. We have attached a copy of our Code of Ethics as an exhibit to this report and incorporate by reference herein.

Item 8.01 Other Events

Establishment of Board Committees and Charters

On April 17, 2012, our board of directors established an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee; and adopted the respective Committee Charters.

As set forth in the press release discussed below and attached hereto as an exhibit, the Company intends to establish in the next couple months a five member board, with three independent directors. Upon reorganizing the board, the Company will appoint directors to the new committees set forth in the preceding paragraph.

Press Release Regarding Corporate Initiatives

On April 18, 2012, the Company issued a press release regarding the corporate actions discussed in this report, along with updating investors regarding other corporate initiatives and future plans, including:

· Adoption of a new stock trading policy for employees and contractors;

· Adoption of a hotline policy;

· Establishment of an audit pre-approval policy for the Audit Committee;

· Preparation of an Employee Stock Incentive Plan to be submitted for approval to the Company's shareholders; and

· Engagement of Strategic Apex Group, LLC of Los Angeles, an executive and board compensation consulting firm, to review, analyze and compare the Company's executive compensation policies and structure with competitors and industry peers for the purpose of devising and recommending new compensation plans and agreements for Company senior executives.

A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

The Exhibits listed below are furnished as Exhibits to this Current Report on Form 8-K.

Exhibit No. Description

14 Code of Ethics
99.1 Press release issued April 17, 2012