CEL SCI CORP
424B3, 1998-12-21
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
Previous: MCI WORLDCOM INC, SC 13D, 1998-12-21
Next: CAPITAL CITY BANK GROUP INC, 8-K, 1998-12-21




                                                                       424(b)(3)
                                                                File # 333-44383

PROSPECTUS                     CEL-SCI CORPORATION

                                  Common Stock

    This  Prospectus  relates  to: 1. The sale of shares of the Common  Stock of
Cel-Sci  Corporation  (the  "Company")  by  holders  of the  Company's  Series D
Preferred Stock (the "Preferred  Stock") if and when the holders of the Series D
Preferred  Stock  elect to  convert  the  Preferred  Stock  into  shares  of the
Company's Common Stock. The holders of the Preferred Stock may resell the shares
they receive upon conversion from time to time in the public market.

    2. The sale of up to  1,100,000  shares of common  stock  issuable  upon the
exercise of certain  Warrants.  The Warrants were issued in connection  with the
sale of the  Company's  Series D  Preferred  Stock.  As part of this  sale,  the
Company  issued  550,000  Series  A  Warrants  and  550,000  Series  B  Warrants
(collectively,  the  "Warrants").  Each Series A warrant  entitles the holder to
purchase one share of the  Company's  common Stock at a price of $8.62 per share
at any time prior to  December  22,  2001.  Each Series B Warrant  entitles  the
holder to purchase one share of the  Company's  Common Stock at a price of $9.31
per share at any time prior to December 22, 2001.

    3. The  sale of up to  50,000  shares  of  common  stock  issuable  upon the
exercise of Sales Agent Warrants.

    4. The sale of up to 145,000 additional shares of Common Stock issuable upon
the exercise of an options granted to certain investor relations consultants.

    The holders of the Series D Preferred Stock,  the Warrants,  the Sales Agent
Warrants  and the shares  and  options  referred  to above,  to the extent  they
convert  the  Preferred  Stock  into  shares of  Common  Stock or  exercise  the
Warrants,  the  Sales  Agent  Warrants  or  options  and  receive  shares of the
Company's  Common  Stock,  are  referred to in this  Prospectus  as the "Selling
Shareholders".  For further  information  concerning  the terms of the Preferred
Stock, Warrants and options described above, see "Comparative Share Data".

    The Company will not receive any proceeds from the sale of the shares by the
Selling  Shareholders.  The Selling  Shareholders  have advised the Company that
they may from time to time sell the  shares  covered by this  Prospectus  on the
American Stock Exchange and in ordinary  brokerage  transactions,  in negotiated
transactions or otherwise, at prevailing market prices at the time of sale or at
negotiated  prices.  The costs of registering  the shares offered by the Selling
Shareholders are being paid by the Company.  The Selling  Shareholders  will pay
all  other  costs of the  sale of the  shares  offered  by  them.  See  "Selling
Shareholders".

    THESE  SECURITIES  ARE  SPECULATIVE  AND  INVOLVE A HIGH  DEGREE OF RISK AND
SHOULD  BE  PURCHASED  ONLY BY  PERSONS  WHO CAN  AFFORD  TO LOSE  THEIR  ENTIRE
INVESTMENT.  FOR A  DESCRIPTION  OF CERTAIN  IMPORTANT  FACTORS  THAT  SHOULD BE
CONSIDERED BY PROSPECTIVE  INVESTORS,  SEE "RISK FACTORS" AND "COMPARATIVE SHARE
DATA".  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  NOR HAS THE  COMMISSION  PASSED UPON THE  ACCURACY OR
ADEQUACY OF THIS PROSPECTUS.  ANY  REPRESENTATION  TO THE CONTRARY IS A CRIMINAL
OFFENSE.



<PAGE>


         On December , 1998 the closing prices of the Company's Common Stock and
Warrants on the American Stock Exchange were $ and $ , respectively.

               The Date of this Prospectus is December  , 1998

                              AVAILABLE INFORMATION

         The  Company  is  subject  to  the  informational  requirements  of the
Securities Exchange Act of l934 and in accordance  therewith is required to file
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission").  Copies of any such reports, proxy statements and
other information filed by the Company can be inspected and copied at the public
reference facility  maintained by the Commission at Room 1024, 450 Fifth Street,
N.W.,  Washington,  D.C. and at the Commission's Regional offices in New York (7
World  Trade  Center,  Suite  1300,  New  York,  New  York  10048)  and  Chicago
(Northwestern  Atrium  Center,  500 West Madison  Street,  Suite 1400,  Chicago,
Illinois  60661-2511).  Copies of such  material can be obtained from the Public
Reference  Section of the Commission at its office in Washington,  D.C. 20549 at
prescribed rates.  Certain information  concerning the Company is also available
at the Internet Web Site maintained by the Securities and Exchange Commission at
www.sec.gov.  The Company's securities are listed on the American Stock Exchange
and copies of the reports, proxy statements and other information filed with the
Commission  can be  inspected at such  exchange.  The Company has filed with the
Commission a  Registration  Statement on Form S-3 (together  with all amendments
and exhibits thereto, the "Registration  Statement") under the Securities Act of
1933,  as amended (the "Act"),  with respect to the Units offered  hereby.  This
Prospectus does not contain all of the information set forth in the Registration
Statement,  certain parts of which are omitted in accordance  with the rules and
regulations of the Commission. For further information, reference is made to the
Registration Statement.

                       DOCUMENTS INCORPORATED BY REFERENCE

         The Company will provide, without charge, to each person to whom a copy
of this  Prospectus  is  delivered,  including any  beneficial  owner,  upon the
written or oral  request of such person,  a copy of any or all of the  documents
incorporated by reference herein (other than exhibits to such documents,  unless
such exhibits are specifically  incorporated by reference into this Prospectus).
Requests should be directed to:

                               CEL-SCI Corporation
                             8229 Boone Blvd., #802
                             Vienna, Virginia 22182
                                 (703) 506-9460
                              Attention: Secretary

         The  following  documents  filed  with the  Commission  by the  Company
(Commission  File No.  0-11503) are hereby  incorporated  by reference into this
Prospectus:

    (1)  The  Company's  Annual  Report on Form 10-K for the fiscal year ended
September 30, 1997.   

<PAGE>

  (2)  The Company's Proxy Statement relating to the May 29, 1998 Annual Meeting
of Shareholders.

  (3)  The Company's quarterly  reports on Form 10-Q for the  quarters  ending
December 31, 1997, March 31, 1998 and June 30, 1998.

    All documents filed with the Commission by the Company  pursuant to Sections
13(a),  13(c),  14 or 15(d) of the Exchange Act  subsequent  to the date of this
Prospectus and prior to the termination of the offering  registered hereby shall
be deemed to be  incorporated by reference into this Prospectus and to be a part
hereof from the date of the filing of such documents. Any statement contained in
a document  incorporated or deemed to be incorporated by reference  herein shall
be deemed to be modified or  superseded  for the purposes of this  Prospectus to
the  extent  that a  statement  contained  herein or in any  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies or supersedes such statement.  Such statement so modified or superseded
shall not be deemed,  except as so modified or superseded,  to constitute a part
of this Prospectus.



<PAGE>


                               PROSPECTUS SUMMARY

    THIS SUMMARY SHOULD BE READ IN  CONJUNCTION  WITH, AND IS QUALIFIED IN ITS
ENTIRETY BY, THE MORE DETAILED  INFORMATION AND FINANCIAL STATEMENTS APPEARING
ELSEWHERE IN THIS PROSPECTUS.



The Company

         CEL-SCI   Corporation   (the   "Company")  was  formed  as  a  Colorado
corporation  in 1983 and is involved in the research and  development of certain
drugs and vaccines.  The Company's  first product,  MULTIKINE(TM),  manufactured
using the Company's proprietary cell culture technologies,  is a combination, or
"cocktail",  of natural human interleukin-2 ("IL-2") and certain lymphokines and
cytokines.  MULTIKINE  is  being  tested  to  determine  if it is  effective  in
improving the immune response of cancer patients.  The Company's second product,
HGP-30,  is  being  tested  by  the  Company's  wholly-owned  subsidiary,  Viral
Technologies,  Inc. (VTI), to determine if it is an effective  vaccine/treatment
against  the AIDS  virus.  The  third  technology  the  Company  is  developing,
L.E.A.P.S.  (Ligand Epitope Antigen  Presentation System) is a T-cell modulation
technology  which can be used to direct a specific  immune response and which is
thought  to be  particularly  important  in the case of  diseases  which have no
approved  vaccinations  (e.g. herpes simplex,  malaria,  AIDS, etc.) The Company
intends to use this new  technology to improve the cellular  immune  response of
persons  vaccinated  with  HGP-30 and to  develop  potential  treatments  and/or
vaccines  against various  diseases.  Present target  diseases are AIDS,  herpes
simplex, malaria, tuberculosis, prostate cancer and breast cancer.

         Before  human  testing can begin with  respect to a drug or  biological
product, preclinical studies are conducted in laboratory animals to evaluate the
potential efficacy and the safety of a product. Human clinical studies generally
involve  a  three-phase  process.  The  initial  clinical  evaluation,  Phase I,
consists of administering  the product and testing for safe and tolerable dosage
levels.  Phase II trials continue the evaluation of immunogenicity and determine
the appropriate dosage for the product, identify possible side effects and risks
in a larger group of subjects, and provide preliminary  indications of efficacy.
Phase III trials  consist of testing  for actual  clinical  efficacy  for safety
within an expanded group of patients at geographically dispersed test sites.

         The costs associated with the clinical trials relating to the Company's
technologies,  research expenditures and the Company's  administrative  expenses
have been funded with the public and  private  sales of shares of the  Company's
Common Stock and  borrowings  from third  parties,  including  affiliates of the
Company.

         All of the Company's  products are in the early stages of  development.
The Company does not expect to develop commercial products for several years, if
at all.  The  Company  has had  operating  losses  since its  inception,  had an
accumulated  deficit of approximately  $43,000,000 at June 30, 1998, and expects
to incur substantial losses for the foreseeable future.

    The  Company's  executive  offices  are located at 8229 Boone  Blvd.,  #802,
Vienna, Virginia 22182, and its telephone number is (703) 506-9460.



<PAGE>


                                  THE OFFERING

Securities Offered:

    Shares of Common  Stock are  offered  for public  sale by the holders of the
Company's  Series D  Preferred  Stock if and when the  holders of the  Preferred
Stock elect to convert the Preferred  Stock into shares of the Company's  Common
Stock. Up to 1,100,000  additional shares of Common Stock are offered for public
sale upon the exercise of Warrants which were issued in connection with the sale
of the Series D Preferred Stock.

    Up to 50,000  shares of Common  Stock are  offered  by the  holders of Sales
Agent Warrants issued by the Company in connection with the sale of the Series D
Preferred Stock and Warrants.

         Up  to  145,000  shares  are  offered  by  certain  investor  relations
consultants upon the exercise of options granted to such consultants.

    The holders of the  Preferred  Stock,  Warrants,  Sales Agent  Warrants  and
shares and options  referred to above,  to the extent they convert the Preferred
Stock into  Common  Stock or exercise  the  Warrants,  Sales  Agent  Warrants or
options,  may resell the shares they receive upon  conversion  or exercise  from
time to time in the public market. The holders of the Preferred Stock, Warrants,
Sales Agent  Warrants and shares and options are  sometimes  referred to in this
Prospectus  as the  "Selling  Shareholders".  The  Company  will not receive any
proceeds from the sale of the shares  offered by the Selling  Shareholders.  See
"Comparative Share Data" and "Selling Shareholders".

Common Stock Outstand-
ing Prior To and After
Offering:                    As  of  November  30,   1998,   the  Company  had
                        12,715,529   shares  of  Common   Stock   issued   and
                        outstanding.  Assuming  all  shares  of the  Series  D
                        Preferred  Stock are converted to 4,000,000  shares of
                        the  Company's  Common  Stock  (assuming a  conversion
                        price  of  $2.30  per  share)  and  all  Warrants  and
                        options  described above are exercised,  there will be
                        16,978,236   shares  of  Common   Stock   issued   and
                        outstanding.  The number of outstanding  shares before
                        and  after  this  Offering  does  not give  effect  to
                        shares  which may be issued upon the  exercise  and/or
                        conversion of options,  warrants or other  convertible
                        securities  previously  issued  by  the  Company.  See
                        "Comparative Share Data",  "Selling  Shareholders" and
                        "Description of Securities".

Risk Factors:           The  purchase  of  the  Securities   offered  by  this
                        Prospectus  involves  a  high  degree  of  risk.  Risk
                        factors  include the  following:  lack of revenues and
                        history  of  loss,   need  for   additional   capital,
                        government  regulation,  need  for FDA  approval,  and
                        dilution.  See "Risk Factors."

AMEX Symbol:            HIV


<PAGE>

Summary Financial Data

                     Nine Months Ended       For the Years  Ended  September
30,
                         June 30, 1998       1997        1996          1995
                     ----------------------- ----        ----          ----

Investment Income and
  Other Revenues            $482,708       $438,145  $  322,370    $ 423,765

Expenses:
  Research and
  Development              2,729,982      6,011,670   3,471,477    1,824,661

Depreciation
  and
 Amortization                221,861        313,547     290,829      262,705

General and
Administrative             1,983,089      2,302,386   2,882,958    1,713,912

Equity in loss
of joint venture                  --            --        3,772      501,125
                  ------------------      ---------   ---------    ---------

Net Loss                 $(4,452,224)   $(8,189,458)$(6,326,666) $(3,878,638)
                         ============    ==========  ==========   ==========

Loss per
 common share                (0.39)          $(0.88)     $(0.98)      $(0.89)

Weighted average
  common shares
  outstanding             11,330,998      9,329,419   6,425,316     4,342,628

Balance Sheet Data
                                                  September 30, 
                         June 30, 1998       1997        1996          1995
                     ----------------------- ----        ----          ----

Working Capital         $14,397,935      $4,581,247   $10,266,104  $3,983,699
Total Assets             15,787,021       6,334,397    11,878,370   6,359,011
Current Liabilities         259,180         481,587       274,410     491,860
Long Term and Other
  Liabilities                    --          27,030        19,638   1,025,118
Total   Liabilities         259,180         508,617       294,048   1,516,978

Shareholders'
   Equity                15,787,021       5,825,780    11,584,322   4,842,033

No common stock dividends have been declared by the Company since its inception.



<PAGE>


                                  RISK FACTORS

         Investors  should be aware that  ownership  of the Common  Stock of the
Company  involves certain risks,  including those described  below,  which could
adversely  affect the value of their holdings of Common Stock.  The Company does
not make,  nor has it authorized  any other person to make,  any  representation
about the future market value of the Company's  Common Stock. In addition to the
other information contained in this Prospectus,  the following factors should be
considered  carefully in evaluating an investment in the Shares  offered by this
Prospectus

         Lack of Revenues and History of Loss.  The Company has had only limited
revenues  since it was  formed  in 1983.  Since  the date of its  formation  and
through  June  30,  1998  the  Company  incurred  net  losses  of  approximately
$43,000,000.  During  the years  ended  September  30,  1995,  1996 and 1997 the
Company suffered losses of $3,878,638,  $6,326,666 and $8,189,458  respectively.
During the nine months ended June 30, 1998 the Company had a loss of $4,452,224.
The Company has relied principally upon the proceeds of public and private sales
of securities to finance its activities to date. All of the Company's  potential
products  are in the early stages of  development,  and any  commercial  sale of
these  products  will be many years away.  Accordingly,  the Company  expects to
incur substantial losses for the foreseeable future.

         Need for Additional  Capital.  Clinical and other studies  necessary to
obtain  approval of a new drug can be time  consuming and costly,  especially in
the United States, but also in foreign countries.  The different steps necessary
to  obtain   regulatory   approval,   especially  that  of  the  Food  and  Drug
Administration  ("FDA"),  involve significant costs. The Company expects that it
will need  additional  financing  in order to fund the costs of future  clinical
trials, related research,  and general and administrative  expenses. The Company
may be forced to delay or postpone development and research  expenditures if the
Company  is  unable  to  secure  adequate  sources  of  funds.  These  delays in
development  may have an adverse  effect on the  Company's  ability to produce a
timely and competitive product.  There can be no assurance that the Company will
be able to obtain additional funding from other sources.

         Viral  Technologies,  Inc. ("VTI"), a wholly-owned  subsidiary of the
Company,  is dependent  upon funding from the Company for its  operations  and
research programs.

         Cost Estimates.  The Company's  estimates of the costs  associated with
future clinical trials and research may be  substantially  lower than the actual
costs of these  activities.  If the Company's cost estimates are incorrect,  the
Company will need additional funding for its research efforts.

         Offering  Proceeds.  The Company  will not receive any funds from the
sale of the shares offered by this prospectus.  See "Selling Shareholders".

         Government  Regulation - FDA Approval.  Products which may be developed
by the  Company  or Viral  Technologies,  Inc.  (or  which may be  developed  by
affiliates or licensees)  will require  regulatory  approvals  prior to sale. In
particular,  therapeutic agents and diagnostic products are subject to approval,
prior to general  marketing,  by the FDA in the United  States and by comparable
agencies  in  most  foreign   countries.   The  process  of  obtaining  FDA  and
corresponding  foreign approvals is costly and time consuming,  particularly for
pharmaceutical products such as those which might ultimately be developed by the
Company, VTI or its licensees, and there can be no assurance that such approvals
will be granted.  Any failure to obtain or any delay in obtaining such approvals
may  adversely  affect the  ability of  potential  licensees  or the  Company to

<PAGE>


successfully  market  any  products  developed.  Also,  the  extent  of  adverse
government   regulations   which  might  arise  from   future   legislative   or
administrative  action  cannot be  predicted.  The clinical  trial which VTI was
conducting in California is regulated by government  agencies in California  and
obtaining  approvals from states for clinical  trials is likewise  expensive and
time consuming.

         Dependence  on  Others  to  Manufacture  Product.  The  Company  has an
agreement with an unrelated  corporation for the production,  until August 2000,
of  MULTIKINE  for  research  and  testing  purposes.  At  present,  this is the
Company's  only source of  MULTIKINE.  If this  corporation  could not,  for any
reason,  supply the Company with MULTIKINE,  the Company estimates that it would
take  approximately  six to ten months to obtain  supplies of MULTIKINE under an
alternative  manufacturing  arrangement.  The Company does not know what cost it
would incur to obtain this alternative source of supply.

         Technological  Change.  The  biomedical  field in which the  Company is
involved  is  undergoing  rapid  and  significant   technological   change.  The
successful  development of therapeutic  agents and diagnostic  products from the
compounds,  compositions and processes licensed to the Company,  through Company
financed  research  or as a  result  of  possible  licensing  arrangements  with
pharmaceutical  or other  companies,  will  depend on its  ability  to be in the
technological  forefront  of this  field.  There  can be no  assurance  that the
Company  will  achieve or  maintain  such a  competitive  position or that other
technological developments will not cause the Company's proprietary technologies
to become uneconomical or obsolete.

         Patents.  Certain aspects of the Company's  technologies are covered by
U.S.  and  foreign  patents.  In  addition,  the  Company has a number of patent
applications pending.  There is no assurance that the applications still pending
or which may be filed in the future will result in the  issuance of any patents.
Furthermore,  there is no assurance  as to the breadth and degree of  protection
any issued  patents  might  afford the Company.  Disputes may arise  between the
Company and others as to the scope and validity of these or other  patents.  Any
defense of the patents could prove costly and time consuming and there can be no
assurance that the Company will be in a position, or will deem it advisable,  to
carry  on  such  a  defense.  Other  private  and  public  concerns,   including
universities,  may have filed applications for, or may have been issued, patents
and are expected to obtain additional  patents and other  proprietary  rights to
technology  potentially  useful  or  necessary  to the  Company.  The  scope and
validity of such  patents,  if any,  the extent to which the Company may wish or
need to acquire the rights to such  patents,  and the cost and  availability  of
such rights are  presently  unknown.  Also,  as far as the  Company  relies upon
unpatented  proprietary  technology,  there is no assurance  that others may not
acquire or independently  develop the same or similar technology.  The Company's
first MULTIKINE  patent will expire in the year 2000. Since the Company does not
know if it will  ever be able to  sell  MULTIKINE  on a  commercial  basis,  the
Company  cannot  predict what effect the  expiration of this patent will have on
the Company.  Notwithstanding the above, the Company believes that trade secrets
and later issued patents will protect the technology  associated  with MULTIKINE
past the year 2000.

         Product Liability Insurance. Although the Company has product liability
insurance for MULTIKINE and its HGP-30 vaccine, the successful  prosecution of a


<PAGE>


product  liability  case  against the Company  could have a  materially  adverse
effect upon its  business if the amount of any  judgment  exceeds the  Company's
insurance coverage.

         Dependence  on  Management  and  Scientific  Personnel.  The Company is
dependent  for  its  success  on the  continued  availability  of its  executive
officers.  The loss of the services of any of the Company's  executive  officers
could have an adverse  effect on the  Company's  business.  The Company does not
carry  key man life  insurance  on any of its  officers.  The  Company's  future
success  will also  depend  upon its  ability  to attract  and retain  qualified
scientific personnel. There can be no assurance that the Company will be able to
hire and retain such necessary personnel.

         Options,  Warrants and Convertible  Securities.  The Company has issued
options,  warrants and other convertible  securities  ("Derivative  Securities")
which allow the holders to acquire  additional  shares of the  Company's  Common
Stock.  In some cases the Company has agreed that, at its expense,  it will make
appropriate  filings with the  Securities  and Exchange  Commission  so that the
securities underlying certain Derivative Securities will be available for public
sale. Such filings could result in substantial  expense to the Company and could
hinder future financings by the Company.

         For the terms of these Derivative Securities,  the holders thereof will
have an  opportunity  to profit  from any  increase  in the market  price of the
Company's Common Stock without assuming the risks of ownership.  Holders of such
Derivative  Securities  may  exercise  and/or  convert  them at a time  when the
Company  could  obtain  additional  capital on terms more  favorable  than those
provided  by the  Derivative  Securities.  The  exercise  or  conversion  of the
Derivative Securities will dilute the voting interest of the owners of presently
outstanding  shares of the Company's  Common Stock and may adversely  affect the
ability of the Company to obtain additional  capital in the future.  The sale of
the shares of Common  Stock  issuable  upon the  exercise or  conversion  of the
Derivative  Securities  could adversely affect the market price of the Company's
stock. See "Comparative Share Data".

         Competition.    Competition   in   the   research,    development   and
commercialization  of products  which may be used in the prevention or treatment
of cancer and AIDS is intense.  Major pharmaceutical and chemical companies,  as
well as specialized genetic engineering firms, are developing products for these
diseases.  Many of these  companies  have  substantial  financial,  research and
development,  and marketing  resources and are capable of providing  significant
long-term  competition  either by  establishing  in-house  research groups or by
forming collaborative  ventures with other entities.  In addition,  both smaller
companies and non-profit  institutions are active in research relating to cancer
and AIDS and are expected to become more active in the future.

         Lack of  Dividends.  There  can be no  assurance  the  Company  will be
profitable.  At the present time, the Company  intends to use available funds to
finance the Company's operations.  Accordingly, while payment of dividends rests
within the discretion of the Board of Directors,  no common stock dividends have
been declared or paid by the Company.  The Company does not presently  intend to
pay  dividends  on its common  stock and there can be no  assurance  that common
stock dividends will ever be paid.

         Market Price for Common Stock. The market price of the Company's common
stock, as well as the securities of other  biopharmaceutical  and  biotechnology


<PAGE>

companies,  have historically been highly volatile, and the market has from time
to time experienced significant price and volume fluctuations that are unrelated
to  the  operating  performance  of  particular   companies.   Factors  such  as
fluctuations in the Company's operating results,  announcements of technological
innovations  or new  therapeutic  products  by the  Company or its  competitors,
governmental  regulation,  developments in patent or other  proprietary  rights,
public  concern as to the safety of products  developed  by the Company or other
biotechnology and  pharmaceutical  companies,  and general market conditions may
have a significant effect on the market price of the Company's Common Stock.

         Dilution.  Persons purchasing the securities offered by this Prospectus
will suffer immediate  dilution since the price paid for the securities  offered
will likely be more than the net  tangible  book value of the  Company's  Common
Stock.

         Substantially all of the Company's  outstanding  shares of common stock
are  eligible  for sale in the public  market.  In  addition,  the Common  Stock
issuable upon the conversion of the Series D Preferred Stock and/or the exercise
of the Series A and Series B Warrants are being offered for public sale by means
of this  prospectus.  The  issuance of Common Stock upon the  conversion  of the
Series D Preferred Stock and/or the exercise of the Warrants,  as well as future
sales of such  Common  Stock or of  shares  of  Common  Stock  held by  existing
stockholders,  or the perception  that such sales could occur,  could  adversely
affect the market price of the Company's  Common Stock.  In addition,  investors
could  experience  substantial  dilution  upon the  conversion  of the  Series D
Preferred  Stock  into  Common  Stock as a result of either (i) a decline in the
market price of the Company's Common Stock prior to conversion, or (ii) an event
triggering the  antidilution  rights of any  outstanding  shares of the Series D
Preferred Stock. See "Comparative Share Data"

         Preferred Stock. The Company's Articles of Incorporation  authorize the
Company's  Board of Directors to issue up to 200,000 shares of Preferred  Stock.
The  provisions  in the  Company's  Articles  of  Incorporation  relating to the
Preferred  Stock allow the  Company's  directors to issue  Preferred  Stock with
multiple votes per share and dividends rights which would have priority over any
dividends  paid with  respect to the  Company's  Common  Stock.  The issuance of
Preferred  Stock with such rights may make the removal of  management  difficult
even if such removal would be considered  beneficial to shareholders  generally,
and will have the  effect  of  limiting  shareholder  participation  in  certain
transactions  such as  mergers  or tender  offers if such  transactions  are not
favored by incumbent management.

                             COMPARATIVE SHARE DATA

         As of November 30, 1998, the present  shareholders of the Company owned
12,715,529  shares  of Common  Stock,  which had a net  tangible  book  value of
approximately  $1.34 per share. The following table  illustrates the comparative
stock ownership of the present  shareholders of the Company,  as compared to the
investors in this Offering, assuming all shares offered are sold.

                                              Number of           Note
                                                Shares         Reference

Shares outstanding as of November 30, 1998 (1)12,715,529


<PAGE>



Shares to be issued upon conversion of
Series D Preferred Stock, assuming
conversion price of $2.30 per share          3,136,521             A

Shares issuable upon exercise of
Series A and Series B Warrants               1,100,000             A

Shares issuable upon exercise of
Sales Agent Warrants                            50,000             B
Shares issuable upon exercise
of options granted to financial consultants    145,000             C
                                               -------

Shares outstanding (pro forma basis)  (1)   17,147,050

Net tangible book value per share as of
November 30, 1998                               $0.87

Equity ownership by present shareholders
after this offering                              26%

Equity ownership by investors in this Offering   74%

(1)  Amount  excludes  shares  which  may be  issued  upon the  exercise  and/or
conversion  of options,  warrants and other  convertible  securities  previously
issued by the Company. See table below.

         The purchasers of the securities offered by this Prospectus will suffer
an immediate  dilution if the price paid for the  securities  offered is greater
than the net tangible book value of the Company's Common Stock.

         "Net tangible  book value" is the amount that results from  subtracting
the  total  liabilities  and  intangible  assets of the  Company  from its total
assets.  Tangible  assets  exclude  deposits  and patent  costs.  "Dilution"  to
investors in this offering will be the difference between the price at which the
Preferred Shares are converted into Common Stock and the net tangible book value
of the Company's Common Stock at the time of such conversion.

    Other Shares Which May Be Issued:

         The following  table lists  additional  shares of the Company's  Common
Stock which may be issued as the result of the exercise of outstanding  options,
warrants or the conversion of other securities issued by the Company:

                                               Number of            Note
                                               Shares           Reference

         Shares issuable upon exercise of
         Class A and Class B Warrants          233,188               D

         Shares issuable upon exercise of warrants
         held by former holders of the
         

<PAGE>

         Company's Series B Preferred Stock.    82,250               E

         Shares  issuable  upon  exercise
         of options  and  warrants  granted to
         Company's officers, directors,
         employees, consultants, and third
         parties                             2,772,275               F

A.  In  December  1997,  the  Company  sold  10,000  shares  of its  Series  D
    Preferred Stock,  550,000 Series A Warrants and 550,000 Series B Warrants,
    to ten  institutional  investors for $10,000,000.  Each Series D Preferred
    Share is  convertible  into shares of the Company's  Common Stock equal in
    number to the amount  determined  by  dividing  $1,000 by the lower of (i)
    $8.28,  or (ii) the average  price of the  Company's  common stock for any
    two trading  days during the ten trading  days  preceding  the  conversion
    date.  Each Series A Warrant  allows the holder to  purchase  one share of
    the  Company's  common  stock for $8.62 at any time prior to December  22,
    2001.  As of  November  30,  1998 2,786  shares of the Series D  Preferred
    Stock had been  converted into  1,167,812  shares of the Company's  common
    stock.  Each Series B Warrant  allows the holder to purchase  one share of
    the  Company's  Common  Stock for $9.31 at any time prior to December  22,
    2001.  The shares  issuable upon the  conversion of the Series D Preferred
    Shares and or the  exercise  of Series A and  Series B Warrants  are being
    offered for sale to the public by means of this  prospectus.  See "Selling
    Shareholders".

B.  In connection with the Company's  December l997 sale of Series D Preferred
    Shares and Warrants  Shoreline Pacific  Institutional  Finance,  the Sales
    Agent for such offering,  received a commission  plus warrants to purchase
    50,000   shares  of  the   Company's   Common   Stock  (the  "Sales  Agent
    Warrants").  The Sales Agent Warrants are  exercisable at a price of $8.62
    per share at any time prior to  December  22,  2001.  The shares  issuable
    upon the exercise of the Sales Agent  Warrants are being  offered for sale
    to the public by means of this prospectus.  See "Selling Shareholders".

C.  The Company has granted  options for the purchase of an  additional  145,000
    shares of common stock to certain financial consultants in consideration for
    services  provided to the  Company.  The options are  exercisable  at prices
    ranging  between $5.00 and $7.31 per share and expire  between  October 1998
    and September  2002. The 145,000 shares  issuable upon the exercise of these
    options  are  being  offered  for  sale  to the  public  by  means  of  this
    prospectus. See "Selling Shareholders".

D.  In December  1996 the  Company  raised  $2,850,000  from the sale of units
    consisting  of 2,850  shares of the  Company's  Series C Preferred  Stock,
    379,763  Class A  Warrants  and  379,763  Class B  Warrants.  The Series C
    Preferred  Shares were  convertible  into shares of the  Company's  Common
    Stock on the basis of one share of  Preferred  Stock for  shares of Common
    Stock equal in number to the amount  determined by dividing  $1,000 by the
    85% of  Closing  Price of the  Company's  Common  Stock  (the  "Conversion
    Price").  The term "Closing  Price" was defined as the average closing bid
    price of the  Company's  Common  Stock over the  five-day  trading  period
    ending  on the  day  prior  to the  conversion  of  the  Preferred  Stock.
    Notwithstanding  the above,  the  Conversion  Price could not be more than
    

<PAGE>

    $4.00.  Each Class A Warrant  entitles the holder to purchase one share of
    the  Company's  common  stock at a price of  $4.50  per  share at any time
    prior to March 15,  1998.  Each  Class B Warrant  entitles  the  holder to
    purchase one share of the  Company's  common stock at a price of $4.50 per
    share  at any  time  prior  to March  15,  1999.  By  means of a  separate
    Registration  Statement,  the shares  issuable upon the  conversion of the
    Series C Preferred  Shares and the  exercise  of the Class A Warrants  and
    Class B Warrants  are being  offered for public  sale.  As of November 30,
    1998 all shares of the Series C Preferred  Stock had been  converted  into
    9l5,27l  shares of the Company's  Common Stock,  273,163 Series A Warrants
    had been exercised and 253,175 Series B Warrants had been exercised.

E.  In August 1996 the Company  sold, in a private  transaction,  5,000 shares
    of its Series B Preferred  Stock (the  "Preferred  Shares") for $5,000,000
    or $1,000 per share.  At the  purchasers'  option,  up to 2,500  Preferred
    Shares were  convertible,  on or after  November  7, 1996 (the  "Effective
    Date"),  into  shares of the  Company's  Common  Stock on the basis of one
    share of  Preferred  Stock for shares of Common  Stock  equal in number to
    the amount  determined  by dividing  $1,000 by 85% of the Closing Price of
    the Company's  Common Stock.  All Preferred  Shares were  convertible,  on
    or after 40 days  from the  Effective  Date,  on the basis of one share of
    Preferred  Stock for shares of the Company's  Common Stock equal in number
    of the amount  determined  by dividing  $1,000 by 85% of the Closing Price
    of the  Company's  Common Stock.  The term "Closing  Price" was defined as
    the  average  closing  bid price of the  Company's  Common  Stock over the
    five-day  trading  period ending on the day prior to the conversion of the
    Preferred  Stock.  Notwithstanding  the above,  the conversion price could
    not be less than $3.60 nor more than  $14.75.  The  Preferred  Shares were
    entitled  to a  quarterly  dividend  of $17.50  per  share.  By means of a
    separate  Registration  Statement  filed with the  Securities and Exchange
    Commission,  the  shares  issued  upon  the  conversion  of the  Series  B
    Preferred  Shares were  registered for public sale.  Prior to December 20,
    1996 1,900 Series B Preferred  Shares were  converted  into 527,774 shares
    of the Company's  common stock.  In December 1996 the Company  repurchased
    2,850 Series B Preferred  Shares for $2,850,000  plus warrants which allow
    the holders to purchase up to 99,750 shares of the Company's  common stock
    for $4.25 per share at any time prior to December  15,  1999.  The Company
    raised the funds required for this  repurchase from the sale of its Series
    C Preferred  Stock.  In May 1997 all  remaining 250 shares of the Series B
    Preferred  Stock were converted into 69,444 shares of common stock.  As of
    November 30, l998  Warrants  for the  purchase of 17,500  shares of common
    stock had been exercised.

F.  The  options  are  exercisable  at prices  ranging  from $2.38 to $11.00 per
    share.  The Company may also grant  options to  purchase  additional  shares
    under its Incentive Stock Option and Non-Qualified Stock Option Plans.

                              SELLING SHAREHOLDERS

         In December 1997 the Company raised $10,000,000 from the sale of 10,000
shares of the Company's Series D Preferred Stock,  550,000 Series A Warrants and
550,000 Series B Warrants.  At the purchasers'  option, the Preferred Shares are
convertible from time to time, in whole or in part, into shares of the Company's
Common Stock upon  certain  terms.  See  "Comparative  Share  Data".  The shares
issuable  upon the  conversion  of the  Series D  Preferred  Shares  and/or  the
exercise of the Series A and Series B Warrants  are being  offered to the public
by means of this Prospectus.


<PAGE>


         In  connection  with the  Company's  December 1997 offering of Series D
Preferred Stock and Warrants, Shoreline Pacific Institutional Finance, the Sales
Agent for such  offering,  received a commission as well as warrants to purchase
50,000  shares of the  Company's  Common  Stock at $8.62 per  share.  The shares
issuable upon the exercise of the Sales Agent's  Warrants are also being offered
for public sale by means of this Prospectus.

         This  Prospectus  also  relates  to the sale of shares of common  stock
issuable upon the exercise of certain  options granted by the Company to certain
investor relations  consultants.  The options for the purchase of the additional
310,000  shares of common  stock  were  issued by the  Company  to the  investor
relations consultants in consideration for services provided to the Company. The
options are  exercisable at prices ranging between $3.50 and $7.31 per share and
expire between October 1998 and June 2003.

         The holders of the Preferred  Shares,  the Sales Agent Warrants and the
shares and options referred to above, to the extent they convert their Preferred
Shares into  shares of Common  Stock or  exercise  the Sales  Agent  Warrants or
options, are referred to in this Prospectus as the "Selling  Shareholders".  The
Company will not receive any proceeds from the sale of the shares by the Selling
Shareholders.

         The names of the Selling Shareholders are:

                                Shares
                                Which       Shares
                                May Be      Which
                                Acquired    May be
                                Upon Con-   Acquired                  Share
                                version of  Upon Ex-     Shares to    Owner-
                     Shares     Series D    ercise of    be Sold      ship
                    Beneficially            Preferred    Warrants     in this
After
      Name            Owned (1) Shares (2)  or Options   Offering (6) Offering
- ----------------    ----------- ----------  ----------   ------------ --------

KA Investments
 LDC                    --      435,000      220,000 (3)     655,000     --

Olympus Securities,     --      984,405      330,000 (3)(5)1,314,405     --
 Ltd.

AG Super Fund           --       43,500       11,000 (3)      54,500     --
 International
 Partners, L.P.

Raphael, L.P.           --       62,250       16,500 (3)      78,750     --

Baldwin Enterprises,    --      130,500       33,000 (3)     163,500     --
   Inc.

Nelson Partners         --      689,475      220,000 (3)(5   909,475      --

Leonardo, L.P.          --      304,500      115,500 (3)    420,000       --

<PAGE>

Ramius Fund, Ltd.       --      130,500       33,000 (3)    163,500       --

AGR Halifax Fund,       --      354,960      110,000 (3)    464,960       --
Ltd.

Shoreline Pacific       --          --        50,000 (4)     50,000       --
Institutional Finance
The Fulton Group        --          --        50,000 (4)     50,000       --
Glenn Michael           --          --        50,000 (4)     50,000       --
 Financial, Inc.

Cooke Capital           --          --        40,000 (4)     40,000       --
 Management

Daryll Strahll          --          --         5,000 (4)      5,000       --

(1) Beneficial  ownership  is  determined  in  accordance  with the rules of the
    Securities  and  Exchange   Commission  and  generally  includes  voting  or
    investment  power with respect to  securities  and  includes any  securities
    which the  shareholder  has the right to acquire  within 60 days through the
    conversion or exercise of any security or other right.

(2) Represents  shares  issuable  upon the  conversion of the Series D Preferred
    Stock  assuming  conversion  price of $2.30 per share.  The actual number of
    shares to be issued upon the  conversion  of the Series D  Preferred  Shares
    will  depend  upon the price of the  Company's  Common  Stock at the time of
    conversion. See "Comparative Share Data".

(3)  Represents  shares  issuable upon the exercise of the Series A and Series B
     Warrants.

(4) Represents shares issuable upon the exercise of the Sales Agent's Warrants.

(5) Citadel  Limited  Partnership  is the  managing  general  partner  of Nelson
    Partners  ("Nelson")  and the trading  manager of Olympus  Securities,  Ltd.
    ("Olympus") and  consequently  has voting control and investment  discretion
    over securities held by both Nelson and Olympus.  The ownership  information
    for Nelson does not include  the shares  owned by Olympus and the  ownership
    information  for Olympus  does not include the shares  owned by Nelson.  The
    Company,  Olympus Securities,  Ltd., and Nelson Partners have agreed that no
    more than 4.9% of the outstanding  shares of the Company's  common stock may
    be issued to Olympus  Securities and Nelson  Partners,  on a combined basis,
    during  any 30 day  period as a result  of the  conversion  of the  Series D
    Preferred Shares and/or the exercise of the Warrants.

(6) Assumes  all  shares  owned,  or  which  may be  acquired,  by  the  Selling
    Shareholders, are sold to the public by means of this Prospectus.

         Manner  of Sale.  The  shares of Common  Stock  owned,  or which may be
acquired,  by the Selling  Shareholders may be offered and sold by means of this
Prospectus from time to time as market conditions permit in the over-the-counter
market,  or otherwise,  at prices and terms then prevailing or at prices related
to the then-current  market price, or in negotiated  transactions.  These shares
may be sold by one or more of the following methods,  without limitation:  (a) a


<PAGE>

block  trade in which a broker or dealer so  engaged  will  attempt  to sell the
shares as agent but may  position and resell a portion of the block as principal
to facilitate the transaction;  (b) purchases by a broker or dealer as principal
and resale by such broker or dealer for its account pursuant to this Prospectus;
(c)  ordinary  brokerage  transactions  and  transactions  in which  the  broker
solicits  purchasers;  and (d)  face-to-face  transactions  between  sellers and
purchasers  without a  broker/dealer.  In  effecting  sales,  brokers or dealers
engaged by the Selling  Shareholders may arrange for other brokers or dealers to
participate.  Such brokers or dealers may receive  commissions or discounts from
Selling Shareholders in amounts to be negotiated.

         From time to time one or more of the Selling Shareholders may transfer,
pledge, donate or assign the shares received upon the conversion of the Series D
Preferred Stock (the "Conversion  Shares") to lenders or others and each of such
persons  will  be  deemed  to be a  Selling  Shareholder  for  purposes  of this
Prospectus.  The number of Conversion Shares beneficially owned by those Selling
Shareholders will decrease as and when they transfer,  pledge,  donate or assign
the Conversion  Shares.  The plan of distribution for the Conversion Shares sold
by means of this Prospectus  will otherwise  remain  unchanged,  except that the
transferees,  pledgees,  donees or other successors will be Selling Shareholders
for purposes of this Prospectus .

         A  Selling  Shareholder  may  enter  into  hedging   transactions  with
broker-dealers and the broker-dealers may engage in short sales of the Company's
common  stock in the course of  hedging  the  positions  they  assume  with such
Selling  Shareholder,  including,  without  limitation,  in connection  with the
distribution  of the Company's  common stock by such  broker-dealers.  A Selling
Shareholder may also enter into option or other transactions with broker-dealers
that  involve the delivery of the common  stock to the  broker-dealers,  who may
then resell or otherwise  transfer such common stock. A Selling  Shareholder may
also loan or pledge the common stock to a  broker-dealer  and the  broker-dealer
may sell the  common  stock so  loaned  or upon  default  may sell or  otherwise
transfer the pledged common stock.

         Broker-dealers,   underwriters   or   agents   participating   in   the
distribution of the Company's common stock as agents may receive compensation in
the form of commissions,  discounts or concessions from the Selling Shareholders
and/or  purchasers of the common stock for whom such  broker-dealers  may act as
agent, or to whom they may sell as principal,  or both (which compensation as to
a  particular  broker-dealer  may  be  less  than  or  in  excess  of  customary
commissions).  Selling Shareholders and any broker-dealers who act in connection
with the sale of common  stock  hereunder  may be  deemed  to be  "Underwriters"
within the meaning of the Securities Act, and any  commissions  they receive may
be deemed to be underwriting discounts and commissions under the Securities Act.
Neither the  Company nor any Selling  Shareholder  can  presently  estimate  the
amount of such  compensation.  The  Company  knows of no  existing  arrangements
between  any  Selling  Shareholder,  any  other  stockholder,   broker,  dealer,
underwriter  or agent  relating  to the sale or  distribution  of the  Company's
common stock.

         The Selling  Shareholders and any  broker/dealers who act in connection
with the sale of the Shares hereunder may be deemed to be "underwriters"  within
the meaning of  ss.2(11) of the  Securities  Acts of 1933,  and any  commissions
received  by them and profit on any resale of the Shares as  principal  might be
deemed to be underwriting  discounts and  commissions  under the Securities Act.
The Company has agreed to indemnify the Selling  Shareholders and any securities
broker/dealers who may be deemed to be underwriters against certain liabilities,
including liabilities under the Securities Act as underwriters or otherwise.


<PAGE>


         The Company has  advised  the  Selling  Shareholders  that they and any
securities   broker/dealers  or  others  who  may  be  deemed  to  be  statutory
underwriters will be subject to the Prospectus  delivery  requirements under the
Securities  Act of 1933.  The Company has also advised the Selling  Shareholders
that in the  event  of a  "distribution"  of the  shares  owned  by the  Selling
Shareholder,  such Selling Shareholders,  any "affiliated  purchasers",  and any
broker/dealer  or other  person who  participates  in such  distribution  may be
subject to Rule 102


<PAGE>


under the Securities Exchange Act of 1934 ("1934 Act") until their participation
in that distribution is completed. A "distribution" is defined in Rule 102 as an
offering of securities "that is distinguished from ordinary trading transactions
by the magnitude of the offering and the presence of special selling efforts and
selling  methods".  The Company has also advised the Selling  Shareholders  that
Rule 102 under the 1934 Act  prohibits  any  "stabilizing  bid" or  "stabilizing
purchase"  for the purpose of pegging,  fixing or  stabilizing  the price of the
Common Stock in connection  with this  offering.  Rule 101 makes it unlawful for
any person who is  participating  in a distribution to bid for or purchase stock
of the same class as is the subject of the distribution.

                            DESCRIPTION OF SECURITIES

Common Stock 

     The Company is authorized to issue 100,000,000 shares of Common Stock, (the
"Common Stock").  Holders of Common Stock are each entitled to cast one vote for
each share held of record on all matters presented to share- holders. Cumulative
voting is not  allowed;  hence,  the  holders of a majority  of the  outstanding
Common Stock can elect all directors.

         Holders of Common Stock are  entitled to receive such  dividends as may
be declared by the Board of Directors  out of funds legally  available  therefor
and, in the event of liquidation,  to share pro rata in any  distribution of the
Company's  assets after  payment of  liabilities.  The board is not obligated to
declare a dividend.  It is not  anticipated  that  dividends will be paid in the
foreseeable future.

         Holders of Common Stock do not have  preemptive  rights to subscribe to
additional shares if issued by the Company. There are no conversion, redemption,
sinking  fund or  similar  provisions  regarding  the Common  Stock.  All of the
outstanding  shares of Common Stock are fully paid and non-assessable and all of
the shares of Common  Stock  offered as a  component  of the Units will be, upon
issuance, fully paid and non-assessable.

Preferred Stock

         The Company is  authorized  to issue up to 200,000  shares of Preferred
Stock.  The  Company's  Articles  of  Incorporation  provide  that the  Board of
Directors  has the  authority  to divide the  Preferred  Stock into  series and,
within the limitations  provided by Colorado  statute,  to fix by resolution the
voting power,  designations,  preferences,  and relative participation,  special
rights, and the qualifications, limitations or restrictions of the shares of any
series so established.  As the Board of Directors has authority to establish the
terms of, and to issue, the Preferred Stock without  shareholder  approval,  the
Preferred Stock could be issued to defend against any attempted  takeover of the
Company.

         In May 1996 the  Company  sold 3,500  shares of its Series A  Preferred
Stock (the  "Preferred  Shares")  for  $3,500,000  or $1,000  per share.  At the
purchasers'  option, up to 1,750 Preferred Shares were convertible,  on or after
60 days from the closing  date of the  purchase of such shares (the  "Closing"),
into shares of the Company's Common Stock on the basis of one share of Preferred
Stock for shares of Common  Stock  equal in number to the amount  determined  by
dividing $1,000 by 85% of the Closing Price of the Company's  Common Stock.  All
Preferred Shares were convertible,  on or after 90 days from the Closing, on the
basis of one share of Preferred  Stock for shares of the Company's  Common Stock

<PAGE>

equal in  number  to the  amount  determined  by  dividing  $1,000 by 83% of the
Closing  Price of the  Company's  Common  Stock.  The term  "Closing  Price" was
defined as the average closing bid price of the Company's  Common Stock over the
five-day  trading  period  ending  on the day  prior  to the  conversion  of the
Preferred  Stock.  All  outstanding  shares of the Series A Preferred Stock have
since been converted into 632,041 shares of the Company's Common Stock.

         See   "Comparative   Share  Data"  for  information   concerning  the
Company's Series B, Series C and Series D Preferred Stock.Transfer Agent

         American  Securities  Transfer,  Inc.,  of  Denver,  Colorado,  is  the
transfer agent for the Company's Common Stock.

                                     EXPERTS
         The financial statements as of September 30, 1997 and 1996 and for each
of the three  years in the period  ended  September  30,  1997  incorporated  by
reference in this prospectus from the Company's  annual report on Form 10-K have
been audited by Deloitte & Touche LLP, independent  auditors, as stated in their
reports  which  are  incorporated   herein  by  reference,   and  have  been  so
incorporated  in  reliance  upon the  reports  of such  firm  given  upon  their
authority as experts in accounting and auditing.

                                 INDEMNIFICATION

         The Company's Bylaws authorize indemnification of a director,  officer,
employee or agent of the Company against expenses  incurred by him in connection
with any action,  suit,  or proceeding to which he is named a party by reason of
his having acted or served in such capacity, except for liabilities arising from
his own misconduct or negligence in performance of his duty. In addition, even a
director,  officer,  employee,  or agent of the Company who was found liable for
misconduct  or  negligence  in the  performance  of his  duty  may  obtain  such
indemnification  if, in view of all the  circumstances  in the case,  a court of
competent jurisdiction  determines such person is fairly and reasonably entitled
to indemnification. Insofar as indemnification for liabilities arising under the
Securities  Act of 1933 may be  permitted  to  directors,  officers,  or persons
controlling the Company  pursuant to the foregoing  provisions,  the Company has
been informed  that in the opinion of the  Securities  and Exchange  Commission,
such  indemnification  is against  public  policy as expressed in the Act and is
therefore unenforceable.

                             ADDITIONAL INFORMATION

         The Company has filed with the Securities and Exchange Commission,  450
5th Street,  N.W.,  Washington,  D.C. 20001, a Registration  Statement under the
Securities  Act of l933,  as amended,  with  respect to the  securities  offered
hereby. This Prospectus does not contain all of the information set forth in the
Registration Statement.  For further information with respect to the Company and
such  securities,  reference is made to the  Registration  Statement  and to the
Exhibits  filed  therewith.  Statements  contained in this  Prospectus as to the
contents  of any  contract  or  other  documents  are  summaries  which  are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other  document filed as an Exhibit to the  Registration  Statement,


<PAGE>


each such statement being qualified in all respects by such reference. Copies of
each document may be inspected at the Commission's  offices at 450 Fifth Street,
N.W.,  Washington,  D.C.,  20549, and at the Northeast  Regional Office, 7 World
Trade  Center,  13th Floor,  New York,  New York 10048 and the Midwest  Regional
Office, Suite 1400, 500 West Madison Street, Chicago, Illinois 60681-2511.  This
Registration  Statement  and the related  exhibits  may also be inspected at the
Internet  Web Site  maintained  by the  Securities  and Exchange  Commission  at
www.sec.gov.  Copies may be obtained at the Washington, D.C. office upon payment
of the charges prescribed by the Commission.









© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission