Post-effective Amendment to Registration Statement (pos Am)
17 Aprile 2013 - 7:00PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on
April
17,
2013
Securities Act File No. 333-174403
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1-A-4 TO
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
SaaSMAX, Inc.
(Name of small business issuer in its charter)
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Nevada
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7380
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27-4636847
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(State or other jurisdiction of incorporation or organization)
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(Primary Standard Industrial Classification Code Number)
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(I.R.S. Employer Identification No.)
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Dina Moskowitz, Chief Executive Officer
SaaSMAX, Inc.
7770 Regents Road, Suite 113-129
San Diego, California 92122
Phone: 858-518-0447
(Name, address and telephone number of agent
for service)
Copies to:
Brad Bingham, Esq.
The Bingham Law Group
2173
Salk Avenue,
Suite
250
Carlsbad, California 92008
Phone:
(760) 230-1617
Approximate date of proposed sale to public: From time to
time, at the discretion of the selling shareholders, after the effective date of this registration statement.
If any of the securities being registered on the Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, 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, please check the following box and list the Securities Act registration statement number of the
earlier registration statement for the same offering:
.
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier
registration statement for the same offering:
.
Indicate by check mark whether registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated
filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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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 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a)
may determine.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to
the Registration Statement on Form S-1 of SaaSMAX, Inc. (the “Company”), as originally declared effective by the
Securities and Exchange Commission (the “SEC”) on October 14, 2011, is being filed pursuant to the undertakings
in Item 17 of the Registration Statement to (i) include the information contained in the Company’s Annual Report on
Form 10-K for the fiscal year ended December 31, 2012, that was filed with the SEC on March 25, 2013 and (ii) update
certain other information in the Registration Statement.
The information included in this filing solely
amends this Registration Statement and the Prospectus contained therein by amending Item 16-Exhibits to include Exhibits 10.2 through
10.9. There are no other changes to this Post Effective Registration Statement. No additional securities are being registered under
this Post-Effective Amendment No. 1. All applicable registration fees were paid at the time of the original filing of the Registration
Statement.
ITEM 16. EXHIBITS
The following exhibits are included as part of this Form S-1. References
to "the Company" in this Exhibit List mean SaaSMAX, Inc., a Nevada corporation.
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Exhibit #
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Description
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3.1 *
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Articles of Incorporation of SaaSMAX, Inc. as amended
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3.2 *
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Corporate Bylaws for SaaSMAX, Inc.
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5.1 *
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Legal opinion and consent of Bingham Law.
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10.1*
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SaaSMAX 2011 Stock Incentive Plan
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10.2**
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Convertible Promissory Note for $25,000 dated July 7, 2012 amended January 23, 2013
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10.3**
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Convertible Promissory Note for $25,000 dated August 15, 2012 amended January 23, 2013
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10.4**
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Convertible Promissory Note for $25,000 dated September 26, 2012 amended January 23, 2013
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10.5**
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Convertible Promissory Note for $25,000 dated October 26, 2012 amended January 23, 2013
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10.6**
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Convertible Promissory Note for $25,000 dated December 6, 2012 amended January 23, 2013
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10.7**
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Convertible Promissory Note for $25,000 dated January 9, 2013 amended January 23, 2013
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10.8**
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Convertible Promissory Note for $25,000 dated February 23, 2013
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10.9**
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Letter dated January 24, 2013 confirming maturity dates of amended convertible notes
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23.1 *
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Consent of Bingham Law (included with Exhibit 5.1)
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23.2*
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Consent of Ronald R. Chadwick, P.C.,
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23.3*
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Consent of Hamilton P.C.
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*
Previously filed
**Previously filed with Report on Form 8-K on April 17, 2013
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of San Diego, State of California
April 17, 2013.
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SAASMAX, INC
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By:
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/s/ Dina M. Moskowitz
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Dina M. Moskowitz
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the capacities and on the date indicated.
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Name
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Title
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Date
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/s/ Dina Moskowitz
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Chairman of the Board and
Chief Executive Officer
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April 17, 2013
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Dina. Moskowitz
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(Principal Executive Officer)
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/s/ Dina Moskowitz
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Chief Financial Officer
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April 17, 2013
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Dina Moskowitz
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(Principal Accounting Officer)
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