As filed with the Securities and Exchange Commission on March 21, 2005
Registration No. 333-112754
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CASTLE & MORGAN HOLDINGS, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 5960 32-0104570
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State of Jurisdiction Primary Standard IRS Employer
of Incorporation Industrial Classification Identification
or Organization Code Number Number
180 Varick Street
13th Floor
New York, NY 10014
(310) 396-1691
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(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices and principal place of business)
Geoffrey Alison, President
180 Varick Street
13th Floor
New York, NY 10014
(310) 396-1691
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(Name, Address, and Telephone Number of Agent for Service)
Copies to:
Robert Diener, Esq.
122 Ocean Park Blvd, Suite 307
Santa Monica, CA 90405
(310) 396-1691
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") to the Registration
Statement on Form SB-2 (Registration No. 333-112754) (the "Registration
Statement") of Castle & Morgan Holdings, Inc., a Delaware corporation (the
"Company"), is being filed pursuant to Item 512 of Regulation S-B to remove from
registration the securities that remain unsold at the end of the offering. The
Registration Statement was declared effective on June 23, 2004 for the purpose
of registering up to 874,906 shares of common stock under the Securities Act of
1933 for resale by the selling stockholders named in the Registration Statement.
The selling stockholders sold 30,000 shares of common stock pursuant to the
Registration Statement. In accordance with Item 512 of Regulation S-B, the
Company is removing from registration the remaining 844,906 shares which were
unsold at the end of the offering.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Castle & Morgan Holdings, Inc. 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 registration statement on Form SB-2 to be signed on its behalf
by the undersigned, hereunto duly authorized, in the city of Santa Monica,
California on March 21, 2005.
CASTLE & MORGAN HOLDINGS, INC.
/s/ Geoffrey Alison
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Geoffrey Alison, President, Sole Director, CEO and CFO
Date: March 21, 2005
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.
/s/ Geoffrey Alison
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Geoffrey Alison, President, Sole Director, CEO and CFO
Date: March 21, 2005
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