I realize that there is a lot of material to read in most of the SEC filings, but in order to fully comprehend them you really need to thoroughly read them. The answer to your question is taken directly from the latest PRER14A filed on 12-Aug-08:
"The following table summarizes our currently issued and outstanding shares of common stock and the number of shares that we anticipate reserving for issuance upon approval of Proposal No. 2 by our stockholders:
Common Stock Currently Issued and Outstanding:
249,999,866
Shares to be reserved for issuance (at current exercise and conversion prices): Conversions of Existing Debentures (150% reserved per agreement):
771,445,861
Warrants:
139,635,836
2006 Option Plan:
37,500,000
Total number of shares to be reserved for issuance:
948,581,697
Total number of shares authorized but unreserved:
301,418,437
If our stockholders do not approve the increase in our authorized shares, the Debenture and Warrant holders may allege a default under the terms and conditions of Debentures and Warrants, which, if substantiated, may have a material adverse effect on our operations. Accordingly, An increase in the number of shares of common stock authorized for issuance under the Company’s Amended Certificate of Incorporation is necessary to permit the Company to have additional shares available for issuance in furtherance of the Company’s business purposes, as more fully set forth below under “Reasons For and Effects Of the Proposal.”
Reasons for and Effects of the Proposal
Due to the limited number of shares of common stock available to be issued, the Board has unanimously approved, and voted to recommend that the stockholders approve, an amendment to the Company’s Amended Certificate of Incorporation pursuant to which the number of shares of common stock which the Company would be authorized to issue would be increased from 250,000,000 shares to 1,500,000,000 shares.
The Board believes that an increase in authorized common stock would provide the Company with increased flexibility to issue and/or sell common stock from time to time at the discretion of the Board , and without further authorization by the stockholders, for one or more of the following business purposes: (i) in public or private offerings as a means of obtaining additional capital for the Company’s business; (ii) as part or all of the consideration required to be paid for the acquisition of ongoing businesses or other assets; (iii) to satisfy any current or future financial obligations of the Company; (iv) in connection with the exercise of options, warrants or rights, or the conversion of convertible securities that have been or may be issued by the Company; or (v) pursuant to any benefit, option or stock ownership plan or employment agreement."
