Nevada
|
000-52211
|
20-2559624
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
3855
South 500 West, Suite J
Salt
Lake City, Utah
|
84115
|
(Address
of principal executive offices)
|
(Zip
Code)
|
___________________________________________________
(Former
name or former address, if changed since last
report)
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
1.
|
The
right to participate in any subsequent financing of the Company in
the
next twelve months;
|
2.
|
Except
for certain exempt issuances, restrictions on the Company’s ability to
offer securities in the next 90 days and beyond in certain
circumstances;
|
3.
|
For
as long as any Purchaser holds Company securities, restrictions on
the
Company’s ability to issue securities that are convertible into common
stock at some future or variable
price;
|
4.
|
For
twelve months, restrictions on the Company’s ability to undertake a
reverse or forward stock split of its common stock;
|
5.
|
For
two years and except for certain exempt issuances, the right to certain
anti-dilution provisions;
|
6.
|
The
right to rescind in the event the Company fails to meet certain
deadlines.
|
1.
|
File
with the Securities and Exchange Commission (the “Commission”) a
pre-effective amendment within ten trading days after the receipt
of
comments from the Commission;
|
2.
|
File
with the Commission a request for acceleration with five trading
days of
the date the Commission notifies the Company orally or in writing
that the
registration statement will not be reviewed or subject to further
review;
|
3.
|
Fail
to notify the Purchasers within one trading day of when the Company
requests effectiveness of the registration statement;
|
4.
|
Fail
to file a final prospectus within one trading day after effectiveness;
|
5.
|
Fail
to maintain an effective registration statement for more than ten
consecutive calendar days or more than an aggregate of fifteen calendar
days in a twelve month period; and
|
6.
|
Fail
to register all of the common stock and the shares of common stock
underlying the warrants pursuant to one or more registration statements
on
or before December 28, 2007.
|
Exhibit
No.
|
Description
|
10.1
|
Form
of Securities Purchase Agreement
|
10.2
|
Form
of Registration Rights Agreement
|
10.3
|
Form
of Common Stock Purchase Warrant
|
By: / s/ BRANDON T. O’BRIEN | |||
Brandon
T. O’Brien
Chief
Financial Officer
|
|||
Date: July 10, 2007 |