The disclosure under Item 3.02 of this current report on Form 8-K is responsive to this Item and is hereby incorporated by reference.

We accepted a subscription agreement and on July 31, 2012 issued an aggregate of 500,000 units of our company to an off-shore investor at a price of $1.00 per unit for gross proceeds of $500,000. Each unit is comprised of one share of our common stock and one share purchase warrant. Each share purchase warrant is exercisable into one share of common stock at an exercise price of $1.00 per share until one year from the date of the issuance of the share purchase warrant.

We issued the securities to one non-U.S. person (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.

Item 9.01      Financial Statements and Exhibits.

(d)     Exhibits.

Exhibit   Description

  10.1      Form of subscription agreement

10.2 Form of warrant certificate