U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
FENWAY INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA 98-0203850
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
327310
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(Primary Standard Industrial
Classification Code Number)
308-409 Granville Street, Vancouver, British Columbia, Canada V6C 1T2
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(Address of registrant's principal executive offices) (Zip Code)
604.844.2265
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(Registrant's Telephone Number, Including Area Code)
Thomas E. Stepp, Jr.
Stepp & Beauchamp LLP
1301 Dove Street, Suite 460
Newport Beach, California 92660
949.660.9700
Facsimile 949.660.9010
(Name, Address and Telephone Number of Agent for Service)
Approximate date of proposed sale to the public: From time to time 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, please 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,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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Title of each class Amount Proposed maximum Proposed maximum Amount of
of securities to be offering price aggregate registration
to be registered registered per share(1) offering price(1) fee
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Common Stock, 12,374,962 $1.80 $22,274,931.60 $5,880.58
$.001 par value
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(1) Calculated pursuant to Rule 457(c) of Regulation C using the average of the
bid and ask prices per share of the Registrant's common stock, as reported on
the OTC Bulletin Board for December 13, 1999.
The Registrant hereby amends this registration statement on such date or dates
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, as amended, or until this Registration Statement shall
become effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
TABLE OF CONTENTS
Caption Page
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Signatures...................................................................3
Power of Attorney............................................................4
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SIGNATURES
In accordance with the requirements of the 1933 Act, as amended, 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 Vancouver, British
Columbia, on December 28, 1999.
FENWAY INTERNATIONAL, INC.,
a Nevada corporation
By: /s/
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Herbert John Wilson
Its: President and Director
By: /s/
--------------------------------------
Arthur Leonard Taylor
Its: Secretary, Vice President and Director
By: /s/
--------------------------------------
Robert George Muscroft
Its: Vice President and Director
By: /s/
--------------------------------------
Rene Cristobel
Its: Director
By: /s/
--------------------------------------
Carlos A. Fernandez
Its: Director
By: /s/
--------------------------------------
Raghbir Kahbra
Its: Director
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POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints and hereby
authorizes H. John Wilson with the full power of substitution, as
attorney-in-fact, to sign in such person's behalf, individually and in each
capacity stated below, and to file any amendments, including post-effective
amendments to this Registration Statement.
In accordance with the requirements of the 1933 Act, this Registration Statement
was signed by the following persons in the capacities and on the dates stated.
FENWAY INTERNATIONAL, INC.,
/s/ December 28, 1999
- ---------------------------------------
Herbert John Wilson
President and Director
/s/ December 28, 1999
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Arthur Leonard Taylor
Secretary, Vice President and Director
/s/ December 28, 1999
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Robert George Muscroft
Vice President and Director
/s/ December 28, 1999
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Rene Cristobel, Director
/s/ December 28, 1999
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Carlos A. Fernandez, Director
/s/ December 28, 1999
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Raghbir Kahbra, Director
4