As filed with the Securities and Exchange Commission on August 9, 2005
Registration No. 333-119643
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 2
to
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WORLD HEALTH ALTERNATIVES, INC.
| Florida | 7375 | 04-3613924 | ||
(State or jurisdiction of Incorporation or organization) | (Primary Std. Industrial Classification Code Number) | (IRS Employer ID Number) |
777 Penn Center Boulevard, Suite 111, Pittsburgh, Pennsylvania 15235
(412) 829-7800
(Address and telephone number of principal executive offices)
777 Penn Center Boulevard, Suite 111, Pittsburgh, Pennsylvania 15235
(Address of principal place of business or intended principal place of business)
Joseph I. Emas, Esq.
(305) 531-1174
(Name, address and telephone number of agent for service)
(All communications to)
Joseph I. Emas, Esq.
Attorney-at-Law
(305) 531-1174 Telephone (305) 531-1274 Facsimile
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x333-119643
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. ¨
EXPLANATORY NOTE
We have previously registered 31,005,185 common shares pursuant to a Registration Statement on Form SB-2/A filed with the Securities and Exchange Commission on May 20, 2005 (File No. 333-119643), which was derived from the original filing on Form SB-2 filed with the Securities and Exchange Commission on October 25, 2004. The contents of the Registration Statement on Form SB-2/A filed with the Securities and Exchange Commission on May 20, 2005 (File No. 333-119643), are incorporated by reference. The opinions attached to the Registration Statement on Form SB-2/A filed with the Securities and Exchange Commission on May 20, 2005 (File No. 333-119643), under Exhibits 23.1 and 5.1 are hereby incorporated by reference.
The purpose of this Post-Effective Amendment No. 2 to the Registration Statement is to amend and restate the table under the caption “Selling Securityholders” to adjust the names and respective holdings of selling securityholders. There is no change to the total number of shares registered. The registration statement is for registering securities of the same class(es) as were included in an earlier registration statement for the same offering and declared effective by the Commission; this new registration statement is filed prior to the time confirmations are sent or given; and the new registration statement registers securities in an amount and at a price that together represent less than 20% of the maximum aggregate offering price set forth for each class of securities in the “Calculation of Registration Fee” table contained in such earlier registration statement.
Name | Beneficial Relationship with Issuer | Amount Owned Prior to Offering | Amount to be Offered | Percentage Owned Before/After Offering(1) | ||||
Alan C. Shoaf | None | 219,250 | 219,250 | <1%/0% | ||||
Alan C. Shoaf (IRA) | None | 75,000 | 75,000 | <1%/0% | ||||
Alan Kaufman | None | 50,000 | 50,000 | <1%/0% | ||||
Anthony Altavilla | None | 3,236,600 | 3,236,600 | 6.9%/0% | ||||
Anthony Marchese | None | 23,483 | 23,483 | <1%/0% | ||||
Andrew Reckles | None | 850,000 | 850,000 | 1.5%/0% | ||||
Bill Scalese | None | 62,922 | 62,922 | <1%/0% | ||||
Blackmore Offshore Fund LTD | None | 251,845 | 251,845 | <1%/0% | ||||
Blackmore Partners LP | None | 86,000 | 86,000 | <1%/0% | ||||
Blackmore Wallace Parnters | None | 192,532 | 192,532 | <1%/0% | ||||
Bristol Investment Fund | None | 2,828,125 | 2,828,125 | 4.9%/0% | ||||
Burlingame Equity Investors LP | None | 37,000 | 37,000 | <1%/0% | ||||
Catherine Williams | None | 25,000 | 25,000 | <1%/0% | ||||
Cecil Nahmias | None | 10,000 | 10,000 | <1%/0% | ||||
Cresent International Fund | None | 900,000 | 900,000 | 1.9%/0% | ||||
Christine Shipman | None | 50,000 | 50,000 | <1%/0% | ||||
Dales Scales | None | 3,867 | 3,867 | <1%/0% | ||||
Dan Moyer | None | 15,000 | 15,000 | <1%/0% | ||||
Daniel Dinapoli | None | 66,666 | 66,666 | <1%/0% | ||||
David M Spehar Jr | None | 16,000 | 16,000 | <1%/0% | ||||
David Morway & Karen Morway | None | 25,000 | 25,000 | <1%/0% | ||||
Dom Scalise | None | 16,250 | 16,250 | <1%/0% | ||||
APF., Inc. | None | 150,000 | 150,000 | <1%/0% | ||||
Douglas Moore | None | 85,000 | 85,000 | <1%/0% | ||||
Fred & Nicole Kniphcheer | None | 20,834 | 20,834 | <1%/0% | ||||
Fuller & Thaler Behavioral Finance Fund | None | 1,400,000 | 1,400,000 | 2.9%/0% | ||||
Gary Dinsel | None | 8,000 | 8,000 | <1%/0% |
Name | Beneficial Relationship with Issuer | Amount Owned Prior to Offering | Amount to be Offered | Percentage Owned Before/After Offering(1) | ||||
Greg Hardesty | None | 38,289 | 38,289 | <1%/0% | ||||
Greg Thompson | None | 50,000 | 50,000 | <1%/0% | ||||
Guerilla IRA | None | 45,000 | 45,000 | <1%/0% | ||||
Guerrilla Partners L.P. | None | 209,998 | 209,998 | <1%/0% | ||||
H Robert Holmes Trustee | None | 25,000 | 25,000 | <1%/0% | ||||
HPC Capital Management | None | 167,062 | 167,062 | <1%/0% | ||||
J.O. Patterson and Co. | None | 500,000 | 500,000 | 1.1%/0% | ||||
Jack Clark | None | 1,500 | 1,500 | <1%/0% | ||||
Jack Maskowitz | None | 60,000 | 60,000 | <1%/0% | ||||
James C Jenson | None | 250,000 | 250,000 | <1%/0% | ||||
James Christenson & Jacquelyn | None | 50,000 | 50,000 | <1%/0% | ||||
James J Clark | None | 50,000 | 50,000 | <1%/0% | ||||
Jennie Morrison & Don Morrison | None | 5,000 | 5,000 | <1%/0% | ||||
JMK Investment Partners LLC | None | 115,000 | 115,000 | <1%/0% | ||||
John O’Shea | None | 5,000 | 5,000 | <1%/0% | ||||
Ken Johnson | None | 54,330 | 54,330 | <1%/0% | ||||
Kent Williams | None | 25,000 | 25,000 | <1%/0% | ||||
Larry Anlauf | None | 39,830 | 39,830 | <1%/0% | ||||
Paul Mannion | None | 850,000 | 850,000 | 1.5%/0% | ||||
Mark Squillace | None | 5,000 | 5,000 | <1%/0% | ||||
Marlin Molinaro | None | 235,950 | 235,950 | <1%/0% | ||||
Martin A. Lyons | None | 5,000 | 5,000 | <1%/0% | ||||
Martin Lyons | None | 4,000 | 4,000 | <1%/0% | ||||
Marvin Mitchell | None | 10,000 | 10,000 | <1%/0% | ||||
Mary Guba | None | 9,000 | 9,000 | <1%/0% | ||||
Meyer & Doreen Nahmias | None | 10,000 | 10,000 | <1%/0% | ||||
Michael H. Weiss | None | 40,000 | 40,000 | <1%/0% | ||||
Michael Kroll | None | 25,000 | 25,000 | <1%/0% | ||||
Michael L & Shelly Peterson Trustess | None | 442,000 | 442,000 | <1%/0% | ||||
Michael Potter | None | 149,583 | 149,583 | <1%/0% | ||||
Morris & Devora Smith | None | 146,500 | 146,500 | <1%/0% | ||||
Nancy D Thompson | None | 100,000 | 100,000 | <1%/0% | ||||
Neil Warden | None | 2,000 | 2,000 | <1%/0% | ||||
Northern Valley Partners, LLC | None | 51,365 | 51,365 | <1%/0% | ||||
OBX Capital Group LLC | None | 451,200 | 451,200 | <1%/0% | ||||
OBX II Fund | None | 363,209 | 363,209 | <1%/0% | ||||
Palisades Master Fund, L.P. | None | 4,974,419 | 4,974,419 | 6.6%/0% | ||||
Parabolic Investment Fund LTD | None | 710,000 | 710,000 | <1%/0% | ||||
Professional Traders Fund | None | 210,000 | 210,000 | <1%/0% | ||||
Reed Clevenger | None | 34,860 | 34,860 | <1%/0% | ||||
Richard Thompson | None | 310,000 | 310,000 | <1%/0% | ||||
Richard Thompson & Dwight Thompson Partnership | None | 35,000 | 35,000 | <1%/0% | ||||
PEF Advisors | None | 202,858 | 202,858 | <1%/0% | ||||
Ron Nelson | None | 87,407 | 87,407 | <1%/0% | ||||
Ruth Moore | None | 10,000 | 10,000 | <1%/0% | ||||
Sam Tancredi | None | 210,000 | 210,000 | <1%/0% | ||||
Satellite Strategic Finance Associates | None | 830,538 | 830,538 | 1.8%/0% |
Name | Beneficial Relationship with Issuer | Amount Owned Prior to Offering | Amount to be Offered | Percentage Owned Before/After Offering(1) | ||||
Diana Milley | None | 32,500 | 32,500 | <1%/0% | ||||
Stephen Lincks | None | 10,000 | 10,000 | <1%/0% | ||||
Steve Ginn | None | 50,000 | 50,000 | <1%/0% | ||||
D Lenert | None | 25,000 | 25,000 | <1%/0% | ||||
Summit Capital Partners LP | None | 109,817 | 109,817 | <1%/0% | ||||
The Ascend Fund | None | 300,000 | 300,000 | <1%/0% | ||||
Joseph Emas | None | 50,000 | 50,000 | <1%/0% | ||||
Pamela Smith | None | 140,000 | 140,000 | <1%/0% | ||||
TOTAL | 22,010,305 | 22,010,305 | 46.9%/0% | |||||
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this Registration Statement to be signed on its behalf by the undersigned, in the City of Pittsburgh, Pennsylvania on August 9, 2005.
By: | /s/ RICHARD E. MCDONALD | |
| Richard E. McDonald | ||
| President, Chairman of the Board of Directors | ||
August 9, 2005 | ||
In accordance with the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities and on the dates shown.
| /s/ JOHN W. HIGBEE |
| John W. Higbee |
| Director |
August 9, 2005 |
| /s/ FREDERICK R. JACKSON, SR. |
| Frederick R. Jackson, Sr. |
| Director |
August 9, 2005 |
