Item 3.02 Unregistered Sales of Equity Securities.

As previously reported, on August 16, 2005, Verticalnet issued $6.6 million aggregate principal amount of Senior Secured Convertible Promissory Notes due July 2, 2007 (the "Notes"). On February 1, 2007, pursuant to the terms of the Notes, Verticalnet paid an aggregate of $330,947.20 as payment of principal and interest then due on the Notes through the issuance of an aggregate of 582,718 shares of Verticalnet’s common stock and $2,705.54 in cash to the holders of the Notes (the "Note Holders").

The shares of Verticalnet’s common stock were issued to the Note Holders, each an accredited investor, in reliance on the exemption from registration provided by Rule 506 promulgated under the Securities Act of 1933, as amended.

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.