Item 1.01 Entry into a Material Definitive Agreement.

On April 8, 2009, we completed the sale of a convertible promissory note in the principal amount of $25,000 pursuant to the terms of a Securities Purchase Agreement. In connection with the sale, we entered into an Escrow Agreement with the escrow agent thereunder to hold shares of our common stock until we pay off the note or until the note is converted into our common stock. The note may be converted, at the election of the holder, into shares of our common stock at a 50% discount to the bid price of our common stock on the day immediately preceding conversion. The shares are restricted under Rule 144 and thus cannot be sold into the public market for at least six months. The $25,000 cash we received was used to pay outstanding legal, audit, accounting, and transfer agent expenses.

Item 3.02 Unregistered Sales of Equity Securities

On April 8, 2009, we completed the sale of a convertible promissory note in the principal amount of $25,000 to a single investor pursuant to the terms of a Securities Purchase Agreement. The note may be converted, at the election of the holder, into shares of our common stock at a 50% discount to the bid price of our common stock on the day immediately preceding conversion. The shares are restricted under Rule 144 and thus cannot be sold into the public market for at least six months. The issuance was exempt from registration pursuant to Rule 506 of Regulation D promulgated under the Securities Act of 1933, and the investor was accredited.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description 10.1 Securities Purchase Agreement 10.2 Convertible Promissory Note 10.3 Escrow Agreement

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