As filed with the Securities and Exchange Commission on April 11, 1997 Registration No. 33-43932 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 3 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ALLIANCE FARMS COOPERATIVE ASSOCIATION (Name of small business issuer in its charter) COLORADO 0213 84-1270685 (State or jurisdiction (Primary Standard Industrial (I.R.S. Employer of Classification Code Number) Identification No.) incorporation or organization) 302 IDLEWILD STREET YUMA, COLORADO 80759 (970) 848-3231 (Address and telephone number of principal executive offices) 44425 COUNTY ROAD Q ECKLEY, COLORADO 80727 (Address of principal place of business) WAYNE N. SNYDER CHAIRMAN OF THE BOARD AND PRESIDENT 3315 NORTH OAK TRAFFICWAY, DEPARTMENT 189 KANSAS CITY, MISSOURI 64116 (816) 891-3686 (Name, address and telephone number of agent for service) Copies to: JAMES W. ALLEN, ESQ. STINSON, MAG & FIZZELL, P.C. 1201 WALNUT STREET, SUITE 2800 KANSAS CITY, MISSOURI 64106-6251 (816) 842-8600 EXPLANATORY NOTE This Post-Effective Amendment No. 3 to the Form SB-2 Registration Statement of Alliance Farms Cooperative Association, a Colorado cooperative association (the "Registrant"), is being filed to de-register 51 shares of the Registrant's common stock, $0.01 par value per share, which 51 shares remained unsold as of the February 21, 1997 expiration of the Registrant's offering. 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 of filing on Form SB-2 and authorized this Registration Statement to be signed on its behalf by the undersigned, in the City of Kansas City, State of Missouri, on April 11, 1997. ALLIANCE FARMS COOPERATIVE ASSOCIATION By: Wayne N. Snyder Wayne N. Snyder, President In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates stated. Signature and Title Date Wayne N. Snyder April 11, 1997 Wayne N. Snyder Chairmen of the Board, President and Director (Principal Executive Officer and Principal Financial and Accounting Officer) * April 11, 1997 Doug Brown Treasurer, Secretary and Director April 11, 1997 Merl Daniel Director * April 11, 1997 Gerald D. Johnson Director April 11, 1997 Loren Keppy Director *By Wayne N. Snyder Wayne N. Snyder Attorney-In-Fact