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[QUOTE]Originally posted by justplayin: [QB] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NUMBER 2 FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NEWPORT INTERNATIONAL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 7371 23-3030650 ---------------- ---------------------------- ---------------- (State or Other (Primary Standard Industrial (I.R.S. Employer Jurisdiction of Classification Code Number) Identification Incorporation Number) or Organization) 73061 EL PASEO ROAD SUITE 202 PALM DESERT, CALIFORNIA 92260 (760) 779-0251 --------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) MR. CERY B. PERLE NEWPORT INTERNATIONAL GROUP, INC. 73061 EL PASO, SUITE 202, PALM DESERT, CALIFORNIA, 92260 (760) 779-0251 (Name, address, including zip code, and telephone number, including area code, of agent for service) with a copy to: JAMES M. SCHNEIDER, ESQ. SCHNEIDER WEINBERGER & BEILLY, LLP 2200 CORPORATE BOULEVARD N.W. SUITE 210 BOCA RATON, FLORIDA 33431 TELEPHONE (561) 362-9595 TELECOPIER (561) 362-9612 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |X| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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 delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [ ] CALCULATION OF REGISTRATION FEE _________________________________________________________________________________________________________________ Title of each class Proposed maximum Proposed maximum Amount of of securities to Amount to be offering price aggregate offering registration be registered registered per unit(1) price fee _________________________________________________________________________________________________________________ Common stock, par value $.001 22,362,985 $0.45 $10,063,343 $1,185 _________________________________________________________________________________________________________________ (1) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933 based on the average of the high and low sale price of the common stock as reported on the OTC Bulletin Board on May 4, 2005. (2) For purposes of estimating the number of shares of the registrant's common stock to be included in this registration statement, the registrant includes 8,712,543 shares of our common stock which are presently outstanding, 9,595,341 shares of our common stock underlying convertible promissory notes, including 346,817 shares which may be issued as interest payments, 113,226 of common stock which we the registrant is obligated to issue as a filing penalty related to this registration statement, and 3,941,875 shares of our common stock underlying common stock purchase warrants. Pursuant to Rule 416, there are also being registered such additional number of shares as may be issuable as a result of the anti-dilution provisions of the note and warrants. Rule 416, however, does not apply to additional shares which may be issued as a result of the reset provisions in the notes and warrants. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective 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 Commission, acting pursuant to said Section 8(a), may determine. ii -------------------------------------------------------------------------------- THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. SUBJECT TO COMPLETION, DATED MAY 6, 2005 PROSPECTUS NEWPORT INTERNATIONAL GROUP, INC. 22,362,985 shares of Common Stock This prospectus relates to periodic offers and sales of 20,384,066 shares of our common stock by the selling security holders, which includes: * 8,712,543 shares of our common stock which are presently outstanding, * 9,595,341 shares of our common stock underlying convertible promissory notes, including shares which may be issued as interest payments, * 113,226 shares of common stock which we are obligated to issue to cover penalties for our failure to timely file the registration statement of which this prospectus is a part, and * 3,941,875 shares of our common stock underlying common stock purchase warrants. We will not receive any proceeds from the sale of the shares by the selling security holders. The shares of common stock are being offered for sale by the selling security holders at prices established on the OTC Bulletin Board during the term of this offering. There are no minimum purchase requirements. These prices will fluctuate based on the demand for the shares of common stock. For a description of the plan of distribution of these shares, please see page 58 of this prospectus. Our common stock is quoted on the OTC Bulletin Board under the symbol "NWPO." On May 5, 2005 the last reported sale price for our common stock was $0.50 per share. -------------------------------------------------------------------------------- Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 4 of this prospectus to read about the risks of investing in our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. [/QB][/QUOTE]
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