The issuance of the Shares was not registered under the Securities Act of 1933, as amended (the "Securities Act"), but was made in reliance upon the exemptions from registration requirements of the Securities Act set forth in Section 4(2) thereof.

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

APPOINTMENT OF BARRY HOLLANDER

On May 25, 2012, the Company appointed Barry Hollander to become a member of the Board of Directors of the Company. Mr. Hollander currently is the Acting President and Chief Executive Officer of the Company.

Item 9.0

Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.  

(c) Not applicable.  

(d) Exhibits. NONE

SIGNATURES

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