the S-1 is a registration statement for the shares in the private placement so they can become free trading on 9/4/08 (some of us think it could happen on 9/3).....
any talk about an uplisting is hypothetical. it has always been management's plan to leave the OTCBB and go to the amex or another big board exchange.
these two events are totally separate, and chances are it will be a while before we uplist. a price threshold of $2 or $3 must be met, from what i gather.
The S1 is the reason the stock is getting hammered IMO. The ones getting this large amount of shares have many options avaialble to them besides selling. they can short too. They can take total control of this stock for a good while. How they go about business nobody knows for sure but the sinking share price has not been a good sign