Item 3.02 Unregistered Sales of Equity Securities

On July 10, 2009, the Company closed its private placement which comprised of the sale of 3,670,000 units at a unit price of $0.05 per Unit. This was comprised of a partial debt settlement of $45,000 dated October 27, 2008 and net proceeds received of $138,500. Each Unit is comprised of one restricted common share and one warrant (the "Warrant") to purchase one additional share of common stock, exercisable for a period of two years from the closing of this offering.
The exercise price of the Warrants is $0.20. Assuming that all of the Warrants are exercised by the holders, the gross proceeds received by the Company from the Warrants will equal approximately $734,000.

No commissions are being paid on this equity financing which is being issued only to accredited investors.

The Company issued the shares and share purchase warrants to three (3) US persons pursuant to the exemption from registration provided for under Rule 506 of Regulation D, promulgated under the United States Securities Act of 1933, as amended.

The Company issued the shares and share purchase warrants to ten (10) non-US persons in an off-shore transaction pursuant to the exemption from registration provided for under Regulation S, promulgated under the United States Securities Act of 1933, as amended.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No. Description 20.1 Shares for Debt Settlement (1) 20.2 Shares for Debt Settlement (2)