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SEC FILE NUMBER

CUSIP NUMBER

(Check one):

 X  Form 10-K       Form 20-F       Form 11-K      Form 10-Q        Form 10-D       Form N-SAR       Form N-CSR

For Period Ended:

December 31, 2008

       Transition Report on Form 10-K

       Transition Report on Form 20-F

       Transition Report on Form 11-K

       Transition Report on Form 10-Q

       Transition Report on Form N-SAR

For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

 X .

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

SEC 1344 (03-05)

Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

                               Yes  X   No      .  

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

                                                                                                                                                         Yes  X   No     .

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company expects to report a loss for the fiscal year ended December 31, 2008 of approximately $1.5 million, compared to a net loss of $1.8 million for the fiscal year ended  December 31, 2007.  The estimated $300,000 decrease in net loss for 2008, compared to 2007, is primarily attributable to a decrease in the cost of sales of $75,000, a decrease in stock-based compensation of $300,000, a decrease in legal and accounting fees of $175,000, and a decrease in officer compensation of $250,000, offset by an increase in bond discount amortization expense of $500,000.

__________________________________________________________________________________________

Date:

03/30/2009

By:

/s/ Janet L Crance

Chief Accounting Officer and

Chief Financial Officer