UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
AMENDMENT NO. 1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Promodoeswork.com, Inc
(Name of small business issuer in its charter)
NEVADA (State or jurisdiction of incorporation or organization) | 5600 (Primary Standard Industrial Classification Code Number) | 98-0521484 (I.R.S. Employer Identification No.) |
6972 Coach Lamp Drive
Chilliwack, British Columbia
Canada, V2R 2Y7
(604) 858-0172
(Address and telephone number of principal executive offices)
Laughlin Associates, Inc
2533 North Carson Street
Carson City, Nevada, 89706
(888)-273-8152
(Name, address and telephone numbers of agent for service)
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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(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, check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities To Be Registered | Amount To Be Registered1 | Proposed Maximum Offering Price Per Unit | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
Common Common | 4,600,000 | $.10 $.10 | $460,000 $50,000 | $14.12 |
Total to be Registered | 5,100,000 |
| $465,000 | $15.66 |
(1) Estimated solely for the purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act.
The registrant hereby amends this registration statement on such date as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
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EXPLANATORY NOTE
The Company is amending its Registration Statement on Form SB2, filed with the Securities and Exchange Commission on November 6, 2007, under Commission File No. 333-147169 soley for the purpose of updating the undertakings contained therein.
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Item 28. Undertakings
Promodoeswork hereby undertakes the following:
1.
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:
(a)
Include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
(b)
Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(c)
Include any additional or changed material information with respect to the plan of distribution.
2.
For determining liability under the Act, to treat each post-effective amendment as a new registration statement of the securities offered, and the offering of such securities at that time shall be deemed to be the initial bona fide offering.
3.
File a post-effective amendment to remove from registration any of the securities that remain unsold at the termination of the Offering.
4.
For determining liability of the undersigned small business issuer under the Securities Act to pany purchaser in the initial distribution of the securities, the undersigned small business issuer undertakes that in a primary offering of securities of the undersigned small business issuer pursuant to this registration statement, regardless of the underwriting method used to sell the seucirites to the purchase, if the securities are offered or sold to such purchaser by means of any of the following c9mmunications, the undersigned small business issuer will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser;
i.
Any preliminary prospectus or prospectus of the undersigned small business issuer relating to the offering required to be filed pursuant to Rule 424;
ii.
Any free writing prospectus relating to the offering prepared by or on behalf of the undersgiend small business issuer or used or referred to by the undersigned small business issuer;
iii.
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned small business issuer or its securities provided by or on behalf of the undersigned small business issuer; and
iv.
Any other communication that is an offer in the offering made by the undersigned small business issuer to the purchaser.
In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of the directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of the directors, officers, or controlling persons in connection with the securities being registered, Promodoeswork will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act, and Promodoeswork will be governed by the final adjudication of such issue.
For determining liability under the Securities Act, to treat the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act as part of this Registration Statement as of the time the Commission declared it effective.
For determining liability under the Securities Act, each prospectus filed pursuant to Rule 424(b) as part of the registration statement relating to this offering, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
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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 for filing on Form SB-2 and authorized this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chilliwack, Province of British Columbia, Canada, on, November 17, 2007.
PROMODOESWORK.COM, INC
/s/ Louis Waldman
Louis Waldman
President (Principal Executive Officer), Director
/s/ Derrick Waldman
Derrick Waldman
Principal Financial Officer
/s/ John Spencer
John Spencer
Controller
In accordance with the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates stated.
/s/ Derrick Waldman
Derrick Waldman
Secretary/Treasurer, Director
/s/ John Spencer
John Spencer
Director
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