As filed with the Securities and Exchange Commission on January 13, 2005
Registration No. 333-98247
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
IPORUSSIA, INC.
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(Exact name of small business issuer in its charter)
Delaware 8742 38-3649127
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(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
12 Tompkins Avenue, Jericho, N.Y. 11753 (516) 937-6600
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(Address and telephone number of principal executive offices)
12 Tompkins Avenue, Jericho, N.Y. 11753
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(Address of principal place of business or intended principal place of business)
Leonard W. Suroff, 12 Tompkins Avenue, Jericho, N.Y. 11753 (516) 937-6600
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(Name, Address and telephone number of agent for service)
COPIES TO:
Richard A. Rubin, Esq.
Jenkens & Gilchrist Parker Chapin LLP
405 Lexington Avenue, New York, NY 10174
Telephone: (212) 704-6000
Fax: (212) 704-6288
DEREGISTRATION OF SECURITIES
A total of 3,000,000 shares of Common Stock, $.0001 par value per share, of
IPORUSSIA, INC. (the "Company") were registered for potential sale under
Registration Statement No. 333-98247 (the "Registration Statement"). Of such
shares, an aggregate of 700,000 were sold in the offering.
In accordance with the undertaking contained in Item 28 of Part II of the
Registration Statement pursuant to Item 512(a)(3) of Regulation S-K, the Company
is filing this Post-Effective Amendment to delist and remove from registration
the 2,300,000 shares of Common Stock that remain unsold under the Registration
Statement because the offering period under the Registration Statement has
expired.
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 Post-Effective
Amendment No. 1 to the registration statement to be signed on its behalf by the
undersigned, in the Village of Jericho, State of New York, on January 13, 2005.
IPORUSSIA, INC.
By: /s/ Leonard W. Suroff
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Leonard W. Suroff,
Executive Vice President, Secretary
and Treasurer
In accordance with the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 registration statements was signed by the
following persons in the capacities and on the dates stated.
Name Title Date
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/s/ Vladimir F. Kuznetsov
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Vladimir F. Kuznetsov President (principal executive officer) January 13, 2005
and Director
/s/ Leonard W. Suroff
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Leonard W. Suroff Executive Vice President, Secretary, January 13, 2005
Treasurer (principal financial and
accounting officer) and Director
/s/ Richard Bernstein
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Richard Bernstein Director January 13, 2005