Filed
Pursuant to Rule 424(b)(3)
File
No. 333-126526
PROSPECTUS
127,576,685 shares
of common stock of
GLOBAL
MATRECHS, INC.
This
prospectus relates to the sale of up to 127,576,685 shares of our common
stock
by certain persons who are or will become our stockholders. The selling
stockholders consist of:
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Brittany
Capital Management Limited, which intends to sell up to 53,000,000
shares
of our common stock which may from time to time be issued pursuant
to the
Private Equity Credit Agreement dated July 5, 2005 (the “Private Equity
Credit Agreement”); and
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other
security holders which intend to sell up to 11,501,685 outstanding
shares
of common stock and 63,075,000 shares of our common stock issuable
upon
conversion or exercise of notes and warrants.
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We
are
not selling any shares of common stock in this offering and therefore will
not
receive any proceeds from this offering. We will, however, receive proceeds
from
the sale of common stock under our Private Equity Credit Agreement. All costs
associated with this registration statement will be borne by us.
The
selling stockholders may sell the shares offered under to this prospectus
from
time to time, directly or through agents, underwriters or dealers, on terms
to
be determined at the time of sale at prices determined by the prevailing
market
price or in negotiated transactions. Our common stock is quoted on the Over
The
Counter Bulletin Board under the symbol “GMTH” On October 4, 2005, the last
reported sale price of our common stock on the OTC Bulletin Board was $0.029
per
share.
Brittany
Capital Management Limited is an “underwriter” within the meaning of the
Securities Act of 1933, as amended, in connection with the sale of common
stock
under our Private Equity Credit Agreement. Pursuant to this agreement, Brittany
Capital Management Limited will pay us 92% of the average of the three (3)
lowest of the bid prices for the ten (10) trading days immediately following
the
put date. The 8% discount on the purchase of common stock to be received
by
Brittany Capital Management is underwriting discount. We are required to
pay
Greenfield Capital Partners LLC, a registered broker dealer, a fee in cash,
equal to 1% of the amounts, if any, we may draw down for services related
to the
establishment of our Private Equity Credit Agreement.
With
the
exception of Brittany Capital Management Limited, which is an “underwriter”
within the meaning of the Securities Act of 1933, as amended, no other
underwriter or person has been engaged to facilitate the sale of common stock
in
this offering. This offering of shares issuable under the Private Equity
Credit
Agreement will terminate 36 months after the accompanying registration statement
is declared effective by the Securities and Exchange Commission.
Investing
in our common stock involves a high degree of risk. See Risk Factors beginning
on page 7.
Global
Matrechs common stock is deemed to be “penny stock” as that term is defined in
Rule 3a51-1 promulgated under the Securities Exchange Act of 1934, as amended.
Broker-dealers dealing in penny stocks are required to provide potential
investors with a document disclosing the risks of penny stocks. Broker-dealers
are required to determine whether an investment in a penny stock is suitable
investment for a prospective investor.
Brokers
or dealers effecting transactions in these shares should confirm that the
shares
are registered under applicable state law or that an exemption from registration
is available.
Neither
the Securities and Exchange Commission nor any state securities commission
has
approved or
disapproved
of these securities or passed on the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The
date of this Prospectus is October 25,
2005