Equity One Realty & Management Se POS AM Prospectus update (post-effective amendment)

As filed with the Securities and Exchange Commission on May 16, 2007

Registration No. 333-106909

UNITED STATES SECURITIES
AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1
ON FORM S-11
TO
FORM S-3
FOR REGISTRATION
UNDER
THE SECURITIES ACT OF 1933
OF CERTAIN REAL ESTATE COMPANIES

EQUITY ONE, INC.

(Exact name of registrant as specified in its governing instruments)

Maryland	52-1794271
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

1600 N.E. Miami Gardens Drive
North Miami Beach, Florida 33179
(305) 947-1664

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

For the Co-Registrants, Please see “Co-Registrant Information”
on the following page

Jeffrey S. Olson
Chief Executive Officer
Equity One, Inc.
1600 N.E. Miami Gardens Drive
North Miami Beach, Florida 33179
(305) 947-1664

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
________________________
Copies of communications to:

Arthur L. Gallagher, Esq.
General Counsel
Equity One, Inc.
1600 N.E. Miami Gardens Drive
North Miami Beach, Florida 33179
Telephone: (305) 947-1664
Facsimile: (305) 947-1734 Ira N. Rosner, Esq.
Greenberg Traurig, P.A.
1221 Brickell Avenue
Miami, Florida 33131
Telephone: (305) 579-0500
Facsimile: (305) 579-0717

_______________

Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement, as determined by market conditions and other factors.

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 bo3x and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.o

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.o

If this Form is a registration statement 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.o

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.o

CO-REGISTRANT INFORMATION

	(Primary Standard		(State or Other
	Industrial		Jurisdiction of
(Exact Name of Co-Registrants as	Classification		Incorporation or	(I.R.S. Employer
Specified in its Charter	Number)		Organization)	Identification No.)
Cashmere Developments, Inc.		6798	Florida	65-0764138
Centerfund (US), LLC		6798	Delaware	65-0573488
Centrefund Realty (U.S.) Corporation		6798	Delaware	65-0573488
Equity One (Commonwealth) Inc.		6798	Florida	65-0468889
Equity One (Delta) Inc.		6798	Florida	65-0477474
Equity One (Florida Portfolio), Inc.		6798	Florida	65-0936518
Equity One (North Port) Inc.		6798	Florida	65-1054895
Equity One (Point Royale) Inc.		6798	Florida	65-0596743
Equity One (Sky Lake) Inc.		6798	Florida	65-0774400
Equity One (Summerlin) Inc.		6798	Florida	65-0835723
Equity One (Walden Woods) Inc.		6798	Florida	65-0887752
Equity One Acquisition Corp.		6798	Florida	14-1855377
Equity One Realty & Management FL, Inc.		6798	Florida	65-0227351
Equity One Realty & Management SE, Inc.		6798	Georgia	14-1869589
Equity One Realty & Management Texas, Inc.		6798	Texas	76-0589879
EQY (Southwest Portfolio) Inc.		6798	Texas	65-0836659
Gazit (Meridian) Inc.		6798	Florida	65-0324247
IRT Alabama, Inc.		6798	Alabama	58-2336025
IRT Capital Corporation II		6798	Georgia	58-2244144
IRT Management Company		6798	Georgia	58-1896262
IRT Partners L.P.		6798	Georgia	58-2404832
Shoppes at Jonathan’s Landing, Inc.		6798	Florida	65-0814957
The Meadows Shopping Center, LLC		6798	Florida	82-0602043
The Shoppes of Eastwood, LLC		6798	Florida	82-0550520

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DEREGISTRATION OF COMMON STOCK, PREFERRED STOCK, DEPOSITORY SHARES,
DEBT SECURITIES, GUARANTEES AND WARRANTS

     On July 9, 2003, Equity One, Inc. (the “Company”) filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (Registration No. 333-106909) (the “Registration Statement”) for the registration of (a) up to $600,000,000 of the Company’s (i) shares of common stock, par value $0.01 per share (the “Common Stock”), (ii) shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), (iii) depository shares each of which represents a fractional interest of a share of the Preferred Stock (the “Depository Shares”), (iv) debt securities issued under the indenture dated September 9, 1998 between the Company and SunTrust Bank, as trustee (the “Debt Securities”), and (v) warrants to purchase Depositary Shares, Debt Securities, Common stock or Preferred Stock or any combination of those securities (the “Warrants”), and (b) up to $755,027,500 of guarantees, if any, of the Debt Securities by the Co-Registrants or one or more of the future subsidiaries of the Company (the “Guarantees”) By this Post-Effective Amendment No. 1 on Form S-11 to the Registration Statement, the Company hereby deregisters such number of shares of Common Stock and Preferred Stock, Depository Shares, Debt Securities, Guarantees and Warrants originally covered by the Registration Statement that remain unsold and covered by the Registration Statement on the date hereof.

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SIGNATURES

     Pursuant to 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 for filing on Form S-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Miami, State of Florida, on May 15, 2007.

EQUITY ONE, INC.
By:	/s/ Gregory R. Andrews
	Gregory R. Andrews
	Executive Vice President and Chief Financial Officer

     The following direct and indirect subsidiaries of the registrant are co-registrants under this registration statement.

CO-REGISTRANTS

Cashmere Developments, Inc.

Centerfund (US), LLC

Centrefund Realty (U.S.) Corporation

Equity One (Commonwealth) Inc.

Equity One (Delta) Inc.

Equity One (Florida Portfolio) Inc.

Equity One (North Port) Inc.

Equity One (Point Royale) Inc.

Equity One (Sky Lake) Inc.

Equity One (Summerlin) Inc.

Equity One (Walden Woods) Inc.

Equity One Acquisition Corp.

Equity One Realty & Management FL, Inc.

Equity One Realty & Management SE, Inc.

Equity One Realty & Management Texas, Inc.

EQY (Southwest Portfolio) Inc.

Gazit (Meridian) Inc.

IRT Alabama, Inc.

IRT Capital Corporation II

IRT Management Company

Prosperity Shopping Center Corp.

Shoppes at Jonathan’s Landing, Inc.

The Meadows Shopping Center, LLC

The Shoppes of Eastwood, LLC

By:	/s/ Gregory R. Andrews
	Gregory R. Andrews
	Vice President and Treasurer

IRT Partners, L.P. By: Equity One, Inc., its general partner
By:	/s/ Gregory R. Andrews
	Gregory R. Andrews
	Executive Vice President and Chief Financial Officer

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     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons and on the dates indicated.

Signature	Title	Date
/s/ Jeffrey S. OlsonJeffrey S. Olson(1)	Chief Executive Officer and Director (Principal Executive Officer)	May 15, 2007
/s/ Gregory R. AndrewsGregory R. Andrews(2)	Executive Vice President and Chief Financial Officer (Principal Accounting and Financial Officer)	May 15, 2007
/s/ Chaim KatzmanChaim Katzman(3)	Chairman of the Board	May 15, 2007
/s/ Noam Ben-Ozer *Noam Ben-Ozer	Director	May 15, 2007
James Cassel	Director
Cynthia Cohen	Director
Neil Flanzraich	Director
/s/ Patrick L. Flinn *Patrick L. Flinn	Director	May 15, 2007
/s/ Nathan Hetz *Nathan Hetz	Director	May 15, 2007
/s/ Peter Linneman *Peter Linneman	Director	May 15, 2007
/s/ Dori Segal *Dori Segal	Director	May 15, 2007

*	By	/s/ Chaim Katzman
		Chaim Katzman
		Attorney-In-Fact

(1)	Mr. Olson serves as a director of each of the Co-Registrants that are corporations and a manager of each of the Co-Registrants that are limited liability companies. Mr. Olson also serves as the President and Principal Executive Officer of each of the Co-Registrants.
(2)	Mr. Andrews serves as the Vice President and Treasurer of each of the Co-Registrants. Mr. Andrews is the Principal Accounting and Financial Officer of each of the Co-Registrants.
(3)	Mr. Katzman serves as a director of each of the Co-Registrants that are corporations and a manager of each of the Co-Registrants that are limited liability companies.

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