Item 3.02. Unregistered Sales of Equity Securities

On July 12, 2012, the Company completed a private placement (the "Private Placement") with an institutional investor consisting of the issuance of six million (6,000,000) warrants (the "Warrants") to purchase an equivalent number of shares (the "Warrant Shares") of the Company's common stock in consideration for a purchase price of four hundred thousand dollars ($400,000). Two million (2,000,000) of the Warrants will be exercisable for $0.04 per Warrant Share, and four million (4,000,000) of the Warrants will be exercisable for $0.08 per Warrant Share. The Warrants are exercisable for a period of five (5) years from the date of issuance, or through July 12, 2017. As of the date of this Current Report on Form 8-K, the Company has received gross proceeds of $400,000 in the Private Placement, and may receive additional proceeds in the future in the event the Warrants are exercised, however, there can be no assurance that the Warrants will ever be exercised or that the Company will receive any additional proceeds.

The Private Placement was conducted in reliance upon exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"), including, without limitation, the exemptions provided by Section 506 of Regulation D promulgated under the Securities Act and Rule 903 of Regulation S promulgated under the Securities Act. The Warrants were offered and sold only to an investor who is an "accredited investor," as such term is defined in Rule 501(a) under the Securities Act.