Item 3.02 Unregistered Sales of Equity Securities.

On July 23, 2012, we sold 1,501,502 units at a price of $0.0333 per unit to one investor for gross proceeds of $50,000. Each unit consisted of one common share of our company and one non-transferable share purchase warrant. Each share purchase warrant entitles the investor to purchase one additional common share of our company at a price of $0.0466 until July 23, 2015. The investor is a U.S. Person and is an accredited investor and in issuing securities to the investor we relied on the exemption from the registration requirements of the Securities Act of 1933 provided by Rule 506 of Regulation D promulgated thereunder.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits 10.1 Form of Subscription Agreement (incorporated by reference from our Current Report on Form 8-K filed on November 15, 2010) 10.2* Form of Warrant Certificate

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