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Big Al T

03/04/11 12:55 PM

#680 RE: tomg1 #677

Item 3.02 Unregistered Sale of Equity Securities


On March 3, 2011, we issued 1,223,777 of our common shares (each, a “Share”) at a price of $1.43 per Share for gross proceeds of $1,750,000, which the Company received in full. We issued 1,223,777 Shares to one subscriber that represented that it was not a US person (as that term is defined in Regulation S of the Securities Act of 1933, as amended ) in an offshore transaction pursuant to Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended .