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This prospectus relates to the resale by the selling stockholder of up to 5,836,435,851 shares of our common stock, including up to 5,816,096,751 shares of common stock underlying convertible debentures and up to 20,339,100 issuable upon the exercise of common stock purchase warrants.
Common stock to be outstanding
Up to 7,703,157,540 shares assuming the full exercise of our warrants and conversion of our convertible debentures
The above information regarding common stock to be outstanding
after the offering is based on 3,805,420,606 shares of common stock outstanding as of March 20, 2006 and assumes the subsequent conversion of our issued convertible debentures and exercise of warrants by our selling stockholder.
To obtain funding for our ongoing operations, we entered into a Securities Purchase Agreement with Golden Gate Investors, Inc. ("Golden Gate") on November 11, 2004 for the sale of (i) $150,000 in convertible debentures and (ii) warrants to buy 15,000,000 shares of our common stock. In January 2006, we entered into an amendment of the Securities Purchase Agreement with Golden Gate in which the debenture was increased to $300,000 and we issued an additional 15,000,000 warrants to purchase shares of common stock. This prospectus relates to the resale of the common stock underlying these
convertible debentures and warrants.
Risks Relating to Our Business:
We have a history of losses which may continue, requiring us to seek additional sources of capital which may not be available, requiring us to curtail or cease operations.
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