Item 8.01. Other Events.

Grant of Stock Options

2238646 Ontario Inc., the Company's controlling shareholder, has granted options to purchase an aggregate of 53,700,000 of the Company's common stock to seventeen individuals, in each case at an exercise price of $.15 per share. These include option grants to the following officers and directors:

1. Murray Simser, the Company's new President and Chief Executive Officer, has received options to purchase 7,600,000 shares of the Company's common stock.

2. Emlyn David, who serves as the Company's Chief Financial Officer and a Member of the Board, has received options to purchase 5,000,000 shares of the Company's common stock.

3. James McGovern, a Member of the Board, has received options to purchase 5,000,000 shares of the Company's common stock.

4. Benjamin Chesir, a Member of the Board, has received options to purchase 5,000,000 shares of the Company's common stock.

For Mr. Simser, the Option shall vest and become fully exercisable as follows:
One-Thirty-Sixth (1/36) of the Option shall vest and become fully exercisable upon each one month anniversary of the date of grant, so long as Mr. Simser remains employed by the Company on such date. Such vested portion of the Option may be exercised as described herein regardless of his employment status with the Company. The Option shall be exercisable to the extent vested and in the manner provided herein until the second anniversary of the respective vesting date of each One-Thirty-Sixth (1/36) portion of the Option or until the third anniversary of the respective vesting date of each One-Thirty-Sixth (1/36) portion of the Option if the share price is below $0.45. If Mr. Simser is terminated with cause, without cause, or voluntarily resigns, the Option shall terminate in Thirty (30) days however any vested portion can still be exercised as described herein.

For Mr. David, the Option shall vest and become fully exercisable as follows:
One-Third (1/3) of the Option shall vest and become fully exercisable upon each one year anniversary of the date of grant, so long as Mr. David remains employed by the Company on such date. Such vested portion of the Option may be exercised as described herein regardless of his employment status with the Company.

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For each of Mr. McGovern and Mr. Chesir (each, an "Optionee"), the Option shall vest and become fully exercisable as follows: (i) Fifty Percent (50%) of such Option shall vest and become fully exercisable at such time as the Company shall have successfully raised no less than US $2,000,000 (Two Million Dollars) in equity capital, subject to such terms and conditions and for such equity as the Company may, in its sole discretion, deem appropriate; and (ii) Fifty Percent (50%) of such Option shall vest and become fully exercisable on the one year anniversary of the vesting of the initial Fifty Percent (50%), in each case, so long as the Optionee remains a member in good standing on the Board of Directors of the Company as of such date. Should the Company not complete such fund raising by June 30, 2012, this Option shall not vest or become exercisable. The Option shall be exercisable to the extent vested until the second anniversary of the date of grant, so long as the Optionee remains a member in good standing on the Board of Directors of the Company as of such date.

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