Fusion Capital, the selling stockholder under this prospectus, is offering for sale up to 22,866,666 shares of our common stock hereto. On January 2, 2007, we entered into a common stock purchase agreement with Fusion Capital Fund II, LLC, an Illinois limited liability company. Under the agreement, Fusion Capital is obligated, under certain conditions, to purchase shares from us in an aggregate amount of $8.5 million from time to time over a 25 month period. In January 2007, we sold 4,166,666 shares of common stock to Fusion Capital under the agreement at a purchase price of $0.12 per share for total proceeds of $500,000. Subsequent thereto and through November 1, 2007, we have sold an additional 3,579,716 of shares of common stock to Fusion Capital under the agreement for additional proceeds of $640,000. Under the terms of the agreement, Fusion Capital has received a commitment fee consisting of 3,500,000 shares and an expense reimbursement of 200,000 shares of our common stock. We have authorized up to 19,166,666 additional shares of our common stock for sale to Fusion Capital under the agreement. As of November 1, 2007, there were 247,785,447 shares outstanding (244,123,447 shares held by non-affiliates). This amount includes the 3,500,000 shares that we issued to Fusion Capital as a commitment fee, 200,000 shares that we issued to Fusion Capital as an expense reimbursement, and 7,746,382 shares that we have sold to Fusion Capital under the agreement as of the date hereof, but excludes the 11,420,284 shares offered by Fusion Capital pursuant to this prospectus which it has not yet purchased from us. If all of such 19,166,666 shares offered hereby were issued and outstanding as of the date hereof, the 19,166,666 shares would represent 7.4% of the total common stock outstanding or 7.5% of the non-affiliates shares outstanding as of the date hereof. The number of shares ultimately offered for sale by Fusion Capital is dependent upon the number of shares purchased by Fusion Capital under the agreement.

We do not have the right to make any additional sales of our shares to Fusion Capital until the Securities and Exchange Commission has declared effective the registration statement of which this prospectus is a part of. The registration statement was declared effective on February 9, 2007. After this declaration of effectiveness, generally we have the right but not the obligation from time to time to sell our shares to Fusion Capital in amounts between $80,000 and $1.0 million depending on certain conditions.

After this declaration of effectiveness, we have the right to control the timing and amount of any sales of our shares to Fusion Capital. The purchase price of the shares will be determined based upon the market price of our shares without any fixed discount at the time of each sale. Fusion Capital shall not have the right, nor the obligation, to purchase any shares of our common stock on any business day that the price of our common stock is below $0.08. The agreement may be terminated by us at any time at our discretion without any cost to us.