To the best knowledge of the Reporting Persons, none of the entities or persons identified in this Item 2 has, during the past five years, been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors), nor been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration

----------------------------------------------------------

The source of funds for the purchases of securities was the working capital of the limited partnership for which Prides Capital Partners, L.L.C. serves as the sole general partner.

Item 4. Purpose of Transaction

----------------------------------------------------------

The Issuer reported, in a press release dated December 13, 2005, that it had completed the sale of units of common stock and warrants. The Reporting Persons purchased 1,100,000 shares and received 550,000 warrants in the offering, pursuant to a Securities Purchase Agreement (Exhibit B). The shares of common stock are presently not registered with the Securities and Exchange Commission, but the Issuer executed a Registration Rights Agreement in connection with the investment providing for, among other things, the registration of the shares (Exhibit C). The Warrant is attached as Exhibit D. In connection with the investment, the Issuer agreed to cause one person designated by the Reporting Persons to become a director of the Issuer and continuing so long as the Reporting Persons own five percent or more of the Issuer’s outstanding voting shares, and agreed to certain other provisions as set forth in a Stockholders Agreement (Exhibit E).

The purpose of the acquisition of the Common Stock is for investment, and the acquisitions of the Common Stock were made in the ordinary course of business and were not made for the purpose of acquiring control of the Issuer.

Although no Reporting Person has any specific plan or proposal to acquire or dispose of the Common Stock, consistent with its investment purpose, each Reporting Person at any time and from time to time may acquire additional Common Stock or dispose of any or all of its Common Stock depending upon an ongoing evaluation of the investment in the Common Stock, prevailing market conditions, other investment opportunities, liquidity requirements of the Reporting Persons, and/or other investment considerations.