UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Date of Report (Date of earliest event reported):     September 23, 2004

Registrant's telephone number, including area code:   (303) 527-2903

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(Former name or former address, if changed since last report)

       1.       On September 23, 2004, the Company completed the sale of an aggregate of 250,000 units at a price of $.10 per unit. Each unit consisted of one share of the Company's common stock, $.05 par value, and one warrant exercisable for a period of 15 months to purchase an additional share of common stock at an exercise price of $.15 per share. The units were purchased by three persons, two of whom qualified as an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act") and one of whom possessed the financial experience and knowledge described in Rule 506(c)(ii) of Regulation D. The shares were taken for investment, were subject to restrictions on transfer, and were issued without registration under the Securities Act in reliance upon the exemption contained in Section 4(2) and Regulation D thereunder.

       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 thereunto duly authorized.