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California
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95-3210624
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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501
Fourth Street, Santa Rosa, CA
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95401
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Large
accelerated filer [] Accelerated
filer []
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Non-accelerated
filer [] Smaller
reporting company [ X]
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Title
of securities to be registered
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Amount
to be registered
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Proposed
maximum offering price per share
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Proposed
maximum aggregate offering price (1)
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Amount
of registration fee (2)
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Common
Stock, par
value $0.001 per share
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20,000,000
shares
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$
0.11
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$2,200,000
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$86.46
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Item 3. Incorporation of Documents by
Reference.
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(a)
Company's annual report on Form 10-KSB for fiscal year ended December
31, 2007, filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (“Exchange
Act”);
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(b)
The description of the registrant’s Common Stock contained in the
Registration Statement filed on Form SB-2 on February 21, 2001, including
all amendments files for the purpose of updating such Common Stock
description.
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(c)
All documents filed by the Company subsequent to those listed in Item
3(a)-(b)above pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, priorto the filing of a post-effective amendment which
indicates that all securitiesoffered hereby have been sold or which
deregisters all securities then remainingunsold, shall be deemed to
be incorporated by reference herein and to be a parthereof from the date
of filing of such documents.
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Item
4. Description of Securities.
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Item
5. Interests of Named Experts and
Counsel.
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Item
6. Indemnification of Directors and
Officers.
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Item
7. Exemption from Registration
Claimed.
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Item 8. Exhibits.
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4.1
2008 Equity Compensation Plan
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5.1
Opinion and consent of Robert C. Laskowski, Attorney at
Law
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23.1
Consent of Bagell, Josephs, Levine & Company,
LLC
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23.2
Consent of Robert C. Laskowski, Attorney at Law ( included in Exhibit
5.1)
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Item 9. Undertakings.
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A.The
undersigned registrant hereby
undertakes:
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(1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
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(a)
To include any prospectus required by section 10(a)(3) of the
Act;
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(b)
To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereto) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
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(c)
To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
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provided,
however, that paragraphs A(1)(a) and A(1)(b) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration
statement.
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(2)
That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
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(3)
To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the
termination of the offering.
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B.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering
thereof.
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C.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers, and controlling persons of the
registrant pursuant to the
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above-referenced
provisions, or otherwise, the registrant has been advised that in the
opinion of the SEC such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a
director, officer, or controlling person of the registrant in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such
issue.
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