Filed Pursuant to Rule 424(b)(3)
Registration No. 333-43806
TALK VISUAL CORPORATION
Supplement No. 3 dated December 5, 2000
To Prospectus Dated October 31, 2000
You should read this prospectus supplement and the related prospectus
carefully before you invest. Both documents contain information you should
consider when making your investment decision.
Investing in Talk Visual Corporation common stock involves a high degree
of risk. See "Risk Factors" beginning on page 5 of our prospectus dated October
31, 2000 to read about factors you should consider before buying shares of our
common stock.
Pursuant to the common stock purchase agreement dated July 27, 2000,
evidencing an equity draw down facility between us and Evertrend Holdings
Limited, Evertrend purchased a total of 2,844,872 shares of our common stock at
an average purchase price of $0.1007 per share during the pricing period from
November 20, 2000 to December 4, 2000. These purchases resulted in aggregate
proceeds of $213,455 being paid and released from escrow to us by Evertrend. We
issued to Evertrend a warrant to purchase 2,662,330 shares of our common stock
at an exercise price of $0.1315 per share until January 8, 2001. Ladenburg
Thalmann & Co. Inc. received $22,909 in placement fees and $50,000 in
non-accountable expense fees in connection with this drawdown.
As of the date of this prospectus supplement, we have sold a total of
5,324,659 shares of our common stock to Evertrend and have received aggregate
proceeds of $541,000 from Evertrend pursuant to the common stock purchase
agreement. We have paid Ladenburg a total of $56,000 in placement fees, $100,000
in non-accountable expense fees and $3,000 in escrow fees in connection with the
drawdowns.
The attached prospectus relates to the resale of shares acquired by
Evertrend pursuant to the stock purchase agreement and pursuant to the exercise
of warrants held by Evertrend and the resale of shares acquired by Ladenburg
pursuant to the exercise of warrants held by Ladenburg. Evertrend currently does
not own any shares of our common stock, other than shares issuable upon the
exercise of warrants held by Evertrend. Because Evertrend may sell some or all
of these shares, and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of these shares, we cannot
estimate the actual amount of shares that they will hold after the completion of
the offering.
We will not receive any of the proceeds from this sale of shares by
Evertrend. However, we will receive the sale price of common stock sold to
Evertrend and upon the exercise of the warrants issued to Evertrend and
Ladenburg in connection with the stock purchase agreement. We expect to use the
proceeds of the sale of common stock and exercise of the warrants for general
working capital purposes.
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of the related prospectus. Any representation to the contrary is a
criminal offense.
The date of this prospectus supplement is December 5, 2000.
