SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM SB-2/A
PRE-EFFECTIVE AMENDMENT NO. 2 TO
REGISTRATION STATEMENT No. 333-63968
UNDER
THE SECURITIES ACT OF 1933
________________________
INFORETECH WIRELESS TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 8900 88-0350120
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
________________________
Suite 214
5500 - 152nd Street
Surrey, BC Canada V358E7
Tel: (604) 576-7442
Fax: (604) 576-7460
Attention: Robert C. Silzer, Sr.
(Name, Address, Telephone Number and Facsimile Number of Agent For Service of
Process)
________________________
Copies of all communications to:
DAVID L. FICKSMAN, ESQ.
Loeb & Loeb LLP
10100 Santa Monica Boulevard
Suite 2200
Los Angeles, California 90067-4164
Tel: (310) 282-2350
Fax: (310) 282-2192
________________________
Approximate Date of Proposed Sale to the Public: As soon as possible after the
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,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------
Title of Each Class Amount Proposed Proposed Amount
of Securities To Be Maximum Maximum of
To Be Registered Registered (1) Offering Price Aggregate Registration Fee
Per Unit Offering Price
- ------------------------------------------------------------------------------------------------------------------------
Common Stock underlying the 7,500,000 (2) $.31(4) $2,325,000 $ 581.00
Series A 8% Convertible
Notes
- ------------------------------------------------------------------------------------------------------------------------
Common Stock underlying the 7,400,000 (3) $.31(4) $2,294,000 $ 574.00
8% Convertible Debenture
- ------------------------------------------------------------------------------------------------------------------------
Augustine Shares 80,000 $.31(4) $ 24,800 $ 6.00
- ------------------------------------------------------------------------------------------------------------------------
Total 14,980,000 -- 4,643,800 $1,161.00(5)
- ------------------------------------------------------------------------------------------------------------------------
(1) The shares of common stock being registered are offered by certain
securityholders of Inforetech Wireless Technology, Inc. See "Recent
Transactions" and "Selling Security Holders". Pursuant to Rule 416(a) of
the Securities Act of 1933, as amended (the "Securities Act") the shares of
Class A common stock offered hereby also include such presently
indeterminate number of shares of Class A common stock as shall be issued
by Inforetech in connection with the conversion of certain debt securities.
Such number of shares is subject to adjustment and could be materially less
than such estimated amount depending upon factors that cannot be predicted
by Inforetech at this time, including, among others, the future market
price of the Class A common stock. This presentation is not intended to
constitute a prediction as to the future market price of the Class A common
stock or as to the number of shares of Class A common stock issuable upon
exercise of the convertible debenture or convertible notes.
(2) Includes: (i) 5,000,000 shares issuable upon conversion of the Series A 8%
Convertible Notes and related potential interest expense, and (ii)
2,500,000 shares representing reserve shares that may be needed to account
for market fluctuations in the price of the common stock prior to the
conversion of the Series A 8% Convertible Notes.
(3) Includes: (i) 4,933,333 shares issuable upon conversion of the 8%
Convertible Debenture and related potential interest expense, and (ii)
2,466,667 shares representing reserve shares that may be needed to account
for market fluctuations in the price of the common stock prior to the
conversion of the 8% Convertible Debenture.
(4) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (g) of the Securities Act.
(5) This fee was paid by the Registrant upon the initial filing of this
Registration Statement on June 27, 2001.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement is a combined Prospectus. The Prospectus
relates to the 1,805,000 shares of our Class A common stock previously
registered under the Registration Statement on Form SB-2 (Registration No. 333-
47332) which remain unsold and registers an additional 14,980,000 Class A common
shares. An additional registration fee of $1,161 is being submitted in
connection herewith.
This Registration Statement also constitutes Post-Effective Amendment No. 1
to Registration Statement No. 333-47332 declared effective on November 10, 2000.
Such Post-Effective Amendment No. 1 shall hereafter become effective
concurrently with the effectiveness of this Registration Statement in accordance
with Section 8(c) of the Securities Act of 1933.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effectiveness 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 the registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The selling security holders may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. These securities may not be sold nor may offers to buy be accepted
prior to the time that the registration statement becomes effective. This
prospectus is not an offer to sell these securities and it is not soliciting an
offer to buy these securities in any state where the offer or sale is not
permitted.
WHERE YOU CAN FIND MORE INFORMATION
We are a public company and file annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any document we file at the SEC's public
reference room at 450 Fifth Street, N.W., Washington, D.C. 20549. You can
request copies of these documents by writing to the SEC and paying a fee for the
copying cost. Please call the SEC at 1-800-SEC-0330 for more information about
the operation of the public reference room. Our SEC filings are also available
to the public at the SEC's web site at http://www.sec.gov. In addition, you may
read and copy our SEC filings at the office of the New York Stock Exchange at 20
Broad Street, New York, New York 10005. Our website address is
http://www.inforetech.com.
This Prospectus is only part of a Registration Statement on Form SB-2 that
we have filed with the SEC under the Securities Act of 1933 and therefore omits
certain information contained in the Registration Statement. We have also filed
exhibits and schedules to the Registration Statement that are excluded from this
Prospectus, and you should refer to the applicable exhibit or schedule for a
complete description of any statement referring to any contract or other
document. You may inspect or obtain a copy of the Registration Statement,
including the exhibits and schedules, as described in the previous paragraph.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.
INFORETECH WIRELESS TECHNOLOGY, INC.
By: /s/ Robert C. Silzer Sr.
-----------------------------
Robert C. Silzer, Sr.
Chief Executive Officer
Dated: July 13, 2001
Pursuant to the requirements of the Securities Act of 1933, as amended,
this report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
By: /s/ Robert C. Silzer, Sr. Dated: July 13, 2001
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Robert C. Silzer, Sr.
Chairman, Chief Executive Officer and
Director
By: /s/ Robert C. Silzer, Jr. Dated: July 13, 2001
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Robert C. Silzer, Jr.
President, Secretary, Treasurer and
Director
By: /s/ Jerry L. Smith Dated: July 13, 2001
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Jerry L. Smith
Director
By: /s/ John Regan Dated: July 13, 2001
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John Regan
Chief Accounting Officer