This prospectus relates to the resale of up to 75,000,000 shares of our common stock, $.001 par value (“Common Stock”), by the selling stockholder named herein. These shares of Common Stock include 5,625,000 shares of Common Stock issuable upon conversion of Series B Convertible Preferred Stock, 31,875,000 shares of Common Stock issuable upon conversion of Series C Convertible Preferred Stock and 37,500,000 shares issuable upon exercise or exchange of warrants. For information about the selling stockholder, see “Selling Stockholders” on page 47.
The selling stockholder may sell shares of Common Stock from time to time in the principal market on which our Common Stock is quoted at the prevailing market price or in negotiated transactions. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of Common Stock by the selling stockholder except for funds received from the exercise of warrants held by the selling stockholder, if and when exercised for cash. In addition, on the second trading day after the registration statement that this prospectus is a part of is declared effective by the Securities and Exchange Commission (the “SEC”), we will sell the Series C Convertible Preferred Stock to the selling stockholder. We will pay the expenses of registering these shares, including legal and accounting fees. See “Plan of Distribution.”
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