On September 10, 2009, we sold Units consisting in the aggregate of 6,428,578 of our shares of Common Stock and $450,000 principal amount of our Promissory Notes (the "Notes") to seventeen investors. The Notes bear interest at a rate of 10% per annum and both principal and interest are due on August 31, 2010. However, if we sell at least $3 million of our equity securities prior to August 31, 2010, then we must prepay the Notes from the proceeds of such sale.

We sold these units for $450,000 and after payment of a $55,500 commission to the placement agent, we received net proceeds of $394,500.

The sale of the securities was exempt from registration under the Securities Act of 1933, as amended (the "Act") pursuant to the provisions of Sections 4(2) and 4(6), and Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission under the Act.

(d) Exhibits.

Exhibit
No. Description

10.1 Final Form of the Bridge Unit Purchase and Investor Subscription Agreement dated September 10, 2009.

10.2 Final Form of Promissory Note