ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
SUBSCRIPTION AGREEMENT
On February 18, 2005, we
closed a transaction pursuant to a Subscription Agreement, dated as of
February 18, 2005, with an accredited investor pursuant to which the
accredited investor shall lend an aggregate principal amount of $700,000
to us in exchange for (i) 8% promissory note in that aggregate principal
amount, and (ii) warrants to purchase shares of our common stock equal
to one warrant for each share of our common stock which would be issued
on the closing date of the loan assuming the complete conversion of the
promissory note. The aforementioned securities were issued to the Lender
by us pursuant to Rule 506 of Regulation D as promulgated under the
Securities Act of 1933, as amended (the "Act"), Section 4(2) of the Act
and/or Section 4(6) of the Act.
In accordance with the
Subscription Agreement, we closed on an initial loan of $200,000 and
will close on the remaining $500,000 of the loan within five business
days after the actual effectiveness of a Form SB-2 registration
statement covering the underlying securities.
The promissory notes bear
interest at 8% per annum and mature one year after issuance. The
promissory note is convertible into shares of our common stock, par
value $.001 per share. As currently in effect, the conversion price of
the debentures means seventy percent of the lowest closing bid price
during the twenty trading days ending on the trading day before the
conversion date.
Each of the warrants is
exercisable until five years after its issuance. The per share exercise
price of the warrants are $0.003.
The timely and full
fulfillment of our obligation to have a registration statement on Form
SB-2 declared effective by the Securities and Exchange Commission no
later than 90 days from the closing has been personally guaranteed by
Kenneth Schilling, our president who has in addition pledged 101,208,447
shares of our common stock as security for such obligation.
In connection with this
financing, we paid a finder's fee in an amount equal to 10% of the loan,
a due diligence fee of 2% of the loan and will issue an aggregate of
20,000,000 warrants at an exercise price of $0.0035.