650,488 SHARES OF COMMON STOCK
You should read this prospectus supplement and the accompanying prospectus carefully before you invest. Both documents contain information you should consider when making your investment decision.
PLAN OF DISTRIBUTION
Pursuant to this prospectus supplement, our company is offering an aggregate of 650,488 shares of our common stock to the following two entities in the amounts and for the consideration as hereinafter described. In connection herewith, we are offering 450,488 shares of our common stock to Davric Corporation, an institutional investor. The common stock will be purchased at a negotiated aggregate purchase price of $92,350, with the purchase price per share equal to $0.205.
We are also offering 200,000 shares of our common stock to Higham, McConnell & Dunning LLP ("Higham") in consideration for certain legal services previously provided to the company (the "Legal Services"). For purposes of this Prospectus Supplement, we have assumed that the Legal Services have a value of $41,000.
USE OF PROCEEDS
The net proceeds to us from the sale of 450,488 shares to Davric will be approximately $92,350. We plan to use the net proceeds for general corporate purposes, including:
- Working capital
- Capital expenditures
- Research and development
- Payment of trade payables and other debt - General and administrative expenses
MARKET FOR OUR COMMON STOCK
On November 26, 2002, the last reported sales price of our common shares on the National Association of Securities Dealers OTC Electronic Bulletin Board System was $0.25 per share. Our common stock trades on the over-the-counter market on the National Association of Securities Dealers OTC Electronic Bulletin Board System under the symbol "EDIG."
As of November 27, 2002 and before the issuance of shares pursuant to this prospectus supplement, we have 141,301,307 shares of common stock outstanding.
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LEGAL MATTERS
The validity of the securities offered will be passed on for the company by Higham, McConnell & Dunning LLP, Laguna Niguel, California. Higham, McConnell & Dunning LLP owns 200,000 shares of common stock of the company.
GENERAL
You should rely only on the information provided or incorporated by reference in this prospectus supplement and the prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front of these documents.
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THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES OF COMMON STOCK ONLY IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 8 OF THE PROSPECTUS TO READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF THE COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this prospectus supplement is November 27, 2002.
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