On June 11, 2012 ("Issuance Date"), Riverbend, LLC ("Riverbend") purchased, and the Registrant issued, a Debenture in the amount of $200,000, with warrants attached to purchase up to 50,000 shares of the Registrant's common stock. The Debenture will accrue interest on the unpaid principal balance at the rate of eight percent (8%) per year (computed on the basis of a 365-day year and the actual days elapsed) until paid in full. The Registrant shall have the option to repay the entire principal amount and all accrued interest at any time on or before the Due Date. All principal and interest accrued thereupon shall be due and payable on or before June 13, 2013.

On June 11, 2012, in connection with the Debenture referenced in Item 2.03, above, the Registrant issued warrants to Riverbend to purchase up to 50,000 shares of the Registrant's common stock at an exercise price of $1.00 per share. The warrants may be exercised up to five years from the Issuance Date.

The issuance of the shares to SEFE and the Holders was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. The recipient of the shares is a sophisticated investor who is familiar with the Registrant and its management and took the shares for investment without a view to distribution or resale. All certificates issued contained a restrictive legend thereon.

ITEM 9.01 EXHIBITS

Exhibit Number   Name and/or Identification of Exhibit

     10.1        Debenture Agreement
     10.2        Common Stock Purchase Warrant
     10.3        Registration Rights Agreement