On August 16, 2012, we completed our acquisition of substantially all of the assets of LiveOpenly, Inc., a California corporation ("LiveOpenly"), which sourced, published and sold discounted offers for goods and services through local retail merchants, pursuant to an asset purchase agreement dated as of July 30, 2012, which we refer to as the purchase agreement. We entered into the purchase agreement with LiveOpenly on August 9, 2012. Pursuant to the purchase agreement, we acquired LiveOpenly's sourcing contracts, software, customer lists, trademarks, domain names, and related assets, which we refer to as the purchased business. Pursuant to the purchase agreement, we issued 75,000 shares of our common stock to LiveOpenly.

In connection with our acquisition of the purchased business from LiveOpenly, we have engaged Ejimofor Umenyiora, the former Director of Sales of LiveOpenly, and Akeem Adeteju, the former Chief Technology Officer of LiveOpenly, as independent contractors.

A copy of the purchase agreement is attached hereto as Exhibit 99.1, and is incorporated herein by reference. The foregoing description of the purchase agreement is qualified in its entirety by reference to the full text of the agreement.

(a) Financial Statements of Business Acquired.

To the extent required pursuant to Items 2.01 and 9.01(a) of Form 8-K, we will file audited financial statements for the acquired business in an amendment to this Report on or before October 26, 2012.

(b) Pro Forma Financial Information.

To the extent required pursuant to Items 2.01 and 9.01(b) of Form 8-K, we will file pro forma financial information giving effect to the acquisition of the acquired business in an amendment to this Report on or before October 26, 2012.

(c) Exhibits.

Exhibit No. Description                              Comment
   99.1     Asset Purchase Agreement Between         Incorporated by reference to
            LiveDeal, Inc. and LiveOpenly, Inc.      Exhibit 2.1 of our Form 10-Q,
                                                     filed August 14, 2012