As filed with the Securities and Exchange Commission on July 11, 2001 Registration No. 333-48208 ---------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------------------------- POST EFFECTIVE AMENDMENT NO. 1 TO FORM SB-2/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------------------- SWORD COMP-SOFT CORP. (Name of issuer in its charter) DELAWARE 7374 98-0229951 (State or other (Primary Standard (I.R.S. Employer jurisdiction of Industrial Classification Identification incorporation or organization) Code) Number) 4055 ST. CATHERINE STREET WEST SUITE 133 MONTREAL H3Z 3J8 QUEBEC (514) 940-1098 CANADA (Address and telephone number of registrant's principal executive offices and principal place of business) ------------------------------------ Approximate date of commencement of proposed sale to public: At the discretion of the selling stockholders. If any of the 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 check the following box. [X] CALCULATION OF REGISTRATION FEE ----------------------------------- All in U.S. $ --------------------- -------------------- ------------ Title of Each Class of Securities Amount To Proposed Maximum Proposed Maximum Amount of to be Be Offering Price Per Aggregate Offering Registration Registered Registered Security Price Fee ----------------------------------- ------------- --------------------- -------------------- ------------ Common Stock 25,500,000 $4.00(1) $102,000,000.00 $30,600.00 ----------------------------------- ------------- --------------------- -------------------- ------------ (1) As of the date of the filing there is no market for the registrant's securities. This price represents the price at which the registrant is offering its shares. Due to the unforeseeable catastrophe on September 11, 2001 and the subsequent closure of public markets as well as the resultant economic turmoil and unsettling market fluctuations, SWORD is extending the offering period until December 10, 2001. In accordance with the requirements of the Securities Act, this registration statement or amendment was signed by the following persons in the capacities and on the dates stated: SIGNATURE TITLE DATE -------------------------- Anthony Ierfino President, Chief October 18, 2001 Executive Officer, Director -------------------------- Leonard B. Stella Chief Operating Officer, October 18, 2001 Director (principal financial and accounting officer) -------------------------- Abdulmajid Sharif Chief Technical Officer, October 18, 2001 Director -------------------------- Dr. Raafat G. Saade Vice President and Director October 18, 2001 Data Information