Pursuant to Item 3.02 of Form 8-K, the Company is required to file a Form 8-K to report particular information related to unregistered sales of the Company's Common Stock (the "Common Stock"), if the aggregate number of such shares sold since the filing of the Company's last periodic report is equal to or greater than 5% of the outstanding Common Stock.

All securities referenced herein were issued in transactions exempt from the registration requirements of the Securities Act of 1933 pursuant to Section 4(2) thereof and/or the rules promulgated thereunder. The certificates representing such securities bear legends to that effect.

On December 27, 2011, the aggregate number of shares of Common Stock sold in unregistered transactions by the Company exceeded the 5% threshold. The following is a description of all sales of unregistered shares of Common Stock by the Company since our last report on Form 10-Q, which was filed on November 14, 2011:

On November 2, 2011 the Company granted 500,000 shares of Common Stock to a vendor at a price of $0.10 per share for services rendered in the amount of $50,000.

On November 16, 2011 and December 7, 2011 the Company entered into two separate Convertible Promissory Notes with two unrelated third-parties for a principal amount of $170,000 and warrants to purchase 510,000 shares of the Company's Common Stock. The Convertible Promissory Notes mature on 11/30/2012 and 12/31/2012, and the Company may, at its own discretion, extend the maturity date for an additional six months. The Notes bear interest of 12% per annum payable in cash or shares of common stock or a combination of cash and shares of common stock. The decision whether to pay in cash, shares of common stock or combination of both shall be at the sole discretion of the Company. The Notes are convertible into shares of common stock by dividing (i) the then outstanding balance of such note by (ii) the product of eighty and seventy percent respectively multiplied by the arithmetic average of the volume weighted average price of the common stock for the ten consecutive trading days ending on the day that is three trading days prior to the applicable investment date. The warrant price per share is equal to the product of fifty percent multiplied by the arithmetic average of the volume weighted average price of the Common Stock for the ten consecutive trading days ending on the day that is three trading days prior to the date of the warrant.

On November 16, 2011, the Company granted a warrant to purchase 500,000 shares of Common Stock to Ivor Royston at a price of $0.06 per share for joining the Company's Board of Advisors.

On November 30, 2011, the Company granted 1,900,000 shares of common stock to a note holder who exercised a right to convert $57,000 and other consideration for a convertible promissory note.

On November 30, 2011, the Company granted an employee a warrant to purchase 100,000 shares of Common Stock at a price of $0.06 per share in exchange for services in the amount of $6,000. The warrant vested at commencement.

On December 5, 2011, the Company granted a third-party vendor in consideration of a portion of the services under a service agreement a warrant to purchase 4,000,000 shares of Common Stock with prices and vesting as follows: 1,000,000 at $0.06 upon completion of a transaction with the Company; 1,000,000 at $0.08 six months after the transaction; 1,000,000 at $0.10 twelve months after the transaction and the final 1,000,000 at $0.16 eighteen months after the transaction.

On December 19, 2011 the Company granted 1,250,000 shares of common stock to a vendor at a price of $0.08 per share in exchange for a reduction in accounts payable of $100,000.

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On December 27, 2011, the Company granted an employee an incentive stock option to purchase 100,000 shares of Common Stock at a price of $0.08 per share. The options vests annually over two years and expires ten years after the issuance date.

On December 27, 2011, the Company granted an employee an incentive stock option to purchase 200,000 shares of Common Stock at a price of $0.08 per. The options vests annually over two years and expires ten years after the issuance date.

On December 27, 2011, the Company granted an employee an incentive stock option to purchase 200,000 shares of Common Stock at a price of $0.08 per share. The options vests annually over two years and expires ten years after the issuance date.

On December 27, 2011, the Company granted an employee an incentive stock option to purchase 200,000 shares of Common Stock at a price of $0.08 per share. The options vests annually over two years and expires ten years after the issuance date.

On December 27, 2011, the Company granted an employee an incentive stock option to purchase 50,000 shares of Common Stock at a price of $0.08 per share. The options vests annually over two years and expires ten years after the issuance date.

On December 27, 2011, the Company granted a third-party consultant an incentive stock option to purchase 100,000 shares of Common Stock at a price of $0.08 per share. The options vests annually over two years and expires ten years after the issuance date.

On December 27, 2011, the Company granted an employee an incentive stock option to purchase 100,000 shares of Common Stock at a price of $0.08 per share. The options vests annually over two years and expires ten years after the issuance date.

On December 27, 2011, the Company granted an employee an incentive stock option to purchase 300,000 shares of Common Stock at a price of $0.08 per share. The options vests annually over two years and expires ten years after the issuance date.

On December 27, 2011, the Company granted a consultant an incentive stock option to purchase 1,000,000 shares of Common Stock at a price of $0.08 per share. The options vests annually over two years and expires ten years after the issuance date.

On December 28, 2011, the Company granted a third-party consultant a warrant to purchase 100,000 shares of Common Stock at a price of $0.08 per share in exchange for continuing to defer payment. The options vests annually over two years and expires ten years after the issuance date.

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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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