As filed with the Securities and Exchange Commission on March 3,
1998
Registration No. 333-43487
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM SB-2
Post-Effective Amendment No. 1 to
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CHAPMAN HOLDINGS, INC.
(Name of Small Business Issuer in its Charter)
Maryland 6211 52-2069777
(State or Other (Primary (IRS Employer
Jurisdiction of Standard Identification
Incorporation or Industrial No.)
Organization) Classification
Code Number)
The World
Trade Center-
Baltimore
401 East Pratt
Street
Suite 2800
Baltimore,
Maryland
21202
(410) 625-9656
(Address and Telephone Number of Principal Executive Office)
Nathan A. Chapman, Jr., President
Chapman Holdings, Inc.
401 East Pratt Street
28th Floor
Baltimore, Maryland 21202
(410) 625-9656
(Name, Address and Telephone Number of Agent for Service)
Copies to:
Elizabeth R. Frank S. Jones,
Hughes, Esq. Jr., Esq.
Venable, Baetjer Whiteford, Taylor &
and Howard, LLP Preston L.L.P.
1800 Mercantile Seven Saint Paul
Bank & Trust Street
Building
Two Hopkins Plaza Baltimore, Maryland
21202-1626
Baltimore, Maryland (410) 347-8707
21201-2978
(410) 244-7400
Approximate date of proposed sale to the public: Not Applicable.
If any of the securities being registered on this form is to be
offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, check the following box. [ X ]
<PAGE>
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 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
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. [ ]
THIS POST-EFFECTIVE AMENDMENT NO. 2 SHALL BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(C) OF THE SECURITIES ACT OF 1933 ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION
8(C), MAY DETERMINE.
DEREGISTRATION
In accordance with the undertakings contained in Part II of this
Registration Statement and Item 512 of Regulation S-B, Chapman
Holdings, Inc. (the "Company") has filed this Post-Effective
Amendment No. 1 to remove from registration all of the securities
registered under this Registration Statement, which remain unsold
at the termination of the offering.
The Company hereby removes from registration 35,613 shares of
common stock, $0.001 par value per share, registered by the
Company in this Registration Statement, which remain unsold at
the termination of the offering.
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on form SB-2 and
authorized this Post-Effective Amendment 1 to the Registration
Statement to be signed on its behalf by the undersigned, in the
city of Baltimore, state of Maryland, on March 2, 1998.
CHAPMAN HOLDINGS, INC.
By:/s/ NATHAN A. CHAPMAN, JR.
Nathan A. Chapman, Jr.
President
Pursuant to the requirements of the Securities Act, Post-
Effective Amendment 1 to the Registration Statement has been
signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
<S> <C> <C>
President and March 2,
/s/ NATHAN A. CHAPMAN, JR. Director 1998
Nathan A. Chapman, Jr. (Principal
Executive Officer)
Treasurer and March 2,
/s/ M. LYNN BALLARD Controller 1998
M. Lynn Ballard (Principal
Financial Officer
and Principal
Accounting
Officer)
The Entire Board of
Directors
Nathan A. Chapman, Jr.
Donald V. Watkins
Earl U. Bravo
Lottie Shackelford
March 2,
1998
By:/s/ NATHAN A. CHAPMAN,
JR.
Nathan A. Chapman,
Jr.
Attorney-in-Fact
</TABLE>
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