Over 7.5 million shares are up for sale!
CaLCULATION OF REGISTRATION FEE
Title Of Each Class Of
Securities To Be Registered
Amount To
Be Registered
Proposed Maximum
Offering Price
Per Unit (1)
Proposed Maximum
Aggregate
Offering Price(2)
Amount of
Registration Fee (1)
Common Stock, par value $0.001 per share (1)(2)
4,598,693
$ 0.25
$ 1,149,673
$ 148.08
Common Stock, par value $0.001 per share (2)(3)
3,030,000
$ 0.50
$ 1,515,000
$195.13
TOTALS
7,628,693
$ 2,664,673
$ 343.21
(1)
Represents all shares issuable upon the conversion of a Variable Rate Senior Secured Convertible Debenture and interest having an aggregate principal amount of $1,010,000, convertible into shares of our common stock at $0.25 per share.
(2)
In accordance with Rule 416 promulgated under the Securities Act, a presently indeterminable number of shares of common stock is also being registered hereunder that may be issued in the event that the anti-dilution provisions of our Debenture and/or our Warrants becomes operative.
(3)
Represents shares issuable upon the exercise of warrants issued by us having an exercise price of $0.50 per share as outlined in under the subheading “Warrants” under the caption “Description of Securities.”
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file an amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
PROSPECTUS
The information in this Prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This Prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
[S1FINAL10113006.GIF]
Prospectus
$2,664,673
October __, 2013
7,628,693 Shares of Common Stock Offered by Selling Stockholder
This prospectus covers an aggregate of 7,628,693 shares of our common stock that the selling stockholder may sell.
Our common stock is quoted on the OTC Bulletin Board of FINRA under the symbol "FUTU." On September 30, 2013, the last sale price of our common stock as quoted on the OTC Bulletin Board was $0.142.
These securities involve a high degree of risk. See the caption "Risk Factors" beginning on page 6 of this Prospectus.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved any of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.
The date of this Prospectus is October __, 2013.
www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9545755
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