As filed with the Securities and Exchange Commission on August __, 1997
SEC Registration No. 333-6440
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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
DOWNSTREAM INCORPORATED
"DSI"
(Name of Small Business Issuer in its Charter)
Utah 5777 87-0567618
(State or Jurisdiction (Primary Standard Industrial (IRS Employer Identification
of Incorporation) Classification Code Number) Number)
Barry A. Ellsworth
6337 Highland Drive
Salt Lake City, Utah 84121
801-567-1196
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal, Executive Offices and Principal Place of Business)
Copies to:
Robert N. Wilkinson, Esq.
Suite 900 - Gateway Tower East
10 East South Temple
Salt Lake City, Utah 84133
(801) 530-7370
Fax (801) 364-9127
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after the effective date of this Registration Statement.
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, please check the following box. /__/
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Each Class Amount to be Proposed Maximum Amount of
of Securities to be Registered Proposed Offering Aggregate Offering Registration Fee
Registered Price per Share Price
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<S> <C> <C> <C> <C>
Common Stock, 4,000,000 shares $0.05 per share $200,000 $100.00
$0.001 par value
</TABLE>
<PAGE>
The Registrant hereby files this Post-Effective Amendment No. 1 to its
Registration Statement on Form SB-2 to remove from registration a total of
2,966,000 shares of its $0.001 par value common stock which were previously
registered on this Form SB-2 Registration Statement, and which remain unsold at
the end of the Registrant's offering. During the offering of the Company's
$0.001 par value common stock, the Company sold 1,034,000 shares and raised
$51,700 in gross offering proceeds.
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<PAGE>
SIGNATURES
Pursuant to 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 the post-effective amendment
no. 1 to this Registration Statement to be signed on its behalf by the
undersigned, in the city of Salt Lake City, State of Utah on August 12, 1997.
DOWNSTREAM INCORPORATED-DSI
By /s/ Barry A. Ellsworth
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Barry A. Ellsworth, President and CEO
In accordance with the requirements of the Securities Act of 1933, this
Form SB-2 Registration Statement was signed by the following persons in the
capacities and on the dates indicated.
Date: August 12, 1997 /s/ Barry A. Ellsworth
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Barry A. Ellsworth, President, Chief Executive
Officer, Principal Financial Officer and
Director
Date: August __, 1997
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James G. Slater, Director
Date: August 12, 1997 /s/ Joe Thomas
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Joe Thomas, Secretary, Principal Accounting
Officer and Director
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