EFCR - you will buy any POS and then change your mind and become a basher.
This prospectus relates to the resale of up to 637,765,789 shares of our Common Stock, par value $0.001 per share (“Common Stock”) of which: (i) 100,000,000 shares are issuable upon the conversion of $4,000,000 in aggregate principal amount of callable secured convertible notes and the payment of the principal amount of, and interest on, such notes to Tirion Group, Inc. (“Tirion”); (ii) 2,000,000 shares underlying warrants issuable to Tirion; (iii) 6,700,000 shares of common stock issuable upon exercise of warrants issued to DLM Asset Management, Inc. (“DLM”); (iv) 526,315,789 shares of common stock issuable to Dutchess Advisors, LLC (“Dutchess”); (v) 2,500,000 shares of common stock issuable upon exercise of warrants issued to Sapphire Consultants (“Sapphire”) and (vi) 250,000 shares of common stock issuable upon exercise of warrants issued to John Brigandi (“Brigandi”) (Tirion, DLM, Dutchess, Sapphire, and Brigandi are referred to collectively as “Selling Security Holders”). The Selling Securityholders may sell their common stock from time to time at prevailing market prices.
Our Common Stock is registered under Section 12(g) of the Securities Exchange Act of 1934, as amended, and is quoted on the over-the-counter market and prices are reported on the OTC Bulletin Board under the symbol “EFCR.” On June 27, 2005, the closing price as reported was $.053.
The selling stockholders, and any participating broker-dealers may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, and any commissions or discounts given to any such broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act of 1933. The selling stockholders have informed us that they do not have any agreement or understanding, directly or indirectly, with any person to distribute their common stock. We agree to pay the expenses of registering the foregoing shares of our Common Stock.
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INVESTMENT IN THE COMMON STOCK OFFERED BY THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU MAY LOSE YOUR ENTIRE INVESTMENT. CONSIDER CAREFULLY THE “RISK FACTORS” BEGINNING ON PAGE 8 OF THIS PROSPECTUS BEFORE INVESTING.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. |
