As filed with the Securities and Exchange Commission on March 1, 2001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO FORM SB-2
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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ROEX, INC.
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(Name of Small Business Issuer in its charter)
California 2833 33-0634091
------------------------------ ---------------------------- ----------------
(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification No.) Code Number)
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2081 BUSINESS CENTER DRIVE, SUITE 185
IRVINE, CA 92612 (949) 476-8675
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(Address and telephone number of Registrant's principal
executive offices and principal place of business)
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Rodney H. Burreson, President
2081 Business Center Drive, Suite 185
Irvine, CA 92612
(949) 476-8675
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(Name, address, and telephone number of agent for service)
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Copy to:
William B. Barnett, Esq.
Law Offices of William B. Barnett
15233 Ventura Boulevard, Suite 410
Sherman Oaks, CA 91403
(818) 789-2688
Roex, Inc., (the "Registrant"), pursuant to the provisions of Rule 477
promulgated under the Securities Act of 1933, as amended, and pursuant to
undertakings set forth in Item 28 of the Registration Statement on Form SB-2
("Registration Statement"), File No. 333-9229, hereby files this Post-Effective
Amendment No. 2 to deregister all of the securities originally registered under
the Registration Statement, consisting of (i) 1,000,000 shares of the Company's
common stock, no par value ("Common Stock"); and (ii) 90,000 shares of Common
Stock underlying the warrants issuable upon exercise of Underwriters' Warrants.
The Common Stock and the Underwriters' Warrants covered by the Registration
Statement are hereinafter collectively referred to as the "Securities."
The Registration Statement was declared effective by the Securities and
Exchange Commission on November 7, 2000. Approximately 14,000 shares of Common
Stock was sold and the proceeds were placed in an escrow account. All of the
money in the escrow account was returned to the investors. No further securities
covered by the Registration Statement have been sold and no further securities
will be sold pursuant to the Registration Statement. Due to unfavorable market
conditions, the Registrant has decided that the offering and sale of the
Securities pursuant to the Registration Statement be terminated and the
Registration Statement be withdrawn. Consequently, subject to the approval by
the Securities and Exchange Commission, the Registrant hereby withdraws from
registration all of the securities registered pursuant to the Registration
Statement.
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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 has caused this Post-Effective
Amendment No. 2 to Registration Statement to be signed on its behalf by the
undersigned, thereunder duly authorized, in the City of Irvine, State of
California, on the 28th day of February 2001.
DATE: February 28, 2001 ROEX, INC.
/s/ Rodney H. Burreson
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Rodney H. Burreson, President
In accordance with the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement has been signed by
the following persons in the capacities and on the dates stated:
Signature Title Date
/s/ Rodney H. Burreson Chairman of the Board and February 28, 2001
- ------------------------ Chief Executive Officer
Rodney H. Burreson
/s/ Derek Burreson Chief Operating Officer, February 28, 2001
- ----------------------- Secretary and Director
Derek Burreson
/s/ Peter Weber Chief Financial Officer February 28, 2001
- ----------------------- (Principal Financial and
Peter Weber Accounting Officer)
/s/ Robert Stuckelman Director February 28, 2001
- -----------------------
Robert Stuckelman
/s/ William B. Barnett Director February 28, 2001
- -----------------------
William B. Barnett
/s/ Shri K. Mishra Director February 28, 2001
- -----------------------
Shri K. Mishra
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